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

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless TGI, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the 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' 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 Seller in this Agreement, the Company Disclosure Letter, the supplements to the Company Disclosure Letter, or any other certificate or document delivered by Seller pursuant to this Agreement; (b) any breach by Seller of any covenant or obligation of Seller or the Company in this Agreement; (c) any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date; or (d) 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 Seller or the Company (or any person acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to TGI or the other Indemnified persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless TGI, the Company, Buyer and TOG and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including specifically excluding 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: (a) any breach of any representation or warranty made by Seller in this Agreement, the Company Disclosure Letter, the supplements to the Company Disclosure LetterSchedule, or any other certificate or document delivered by Seller pursuant to this Agreement; (b) any breach by any Seller or Principals of any covenant or obligation of Seller or the Company Principals in this Agreement;; and (c) any product shipped or manufactured by, or any services provided by, the Company operation of the SSI Business of Seller prior to the Closing Date; or; (d) any liability of Seller other than the Assumed Liabilities; and (e) any claim by any person 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 any such person Person with Seller or the Company (or any person acting on their behalf) in connection with any of the Contemplated Transactionstransactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to TGI Buyer, TOG or the other Indemnified personsPersons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless TGI, the CompanyBuyer and CDT, and their respective representatives, stockholders, controlling persons, Representatives and affiliates Affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the 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' ’ fees) or diminution of value, whether or not involving a third-third- party claim (collectively, "“Damages"”), arising, directly or indirectly, from or in connection with: (a) any breach Breach of any representation or warranty made by Seller or CDT in this Agreement, the Company Disclosure LetterSchedule, the supplements to the Company Disclosure LetterSchedule, or any other certificate or document delivered by Seller or CDT pursuant to this Agreement; (b) any breach Breach of any representation or warranty made by Seller of any covenant or obligation of Seller or the Company CDT in this AgreementAgreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Schedule, other than any such Breach that is disclosed in a supplement to the Disclosure Schedule and is expressly identified in the certificate delivered pursuant to Section 2.5(a)(ii) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any product shipped Breach by Seller of any of its covenants or manufactured by, or any services provided by, the Company prior to the Closing Date; orobligations in this Agreement; (d) any claim by any person 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 any such person Person with Seller or the Company (or any person Person acting on their its behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to TGI Agreement or the other Indemnified personstransactions contemplated hereby.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless TGIBuyer, the CompanySpecial Partnership, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the 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' 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 Breach of any representation or warranty made by Seller in this Agreement, the Company Disclosure Letter, the supplements to the Company Disclosure LetterSchedule, or any other certificate or document delivered by Seller pursuant to this Agreement; (b) any breach Breach by Seller of any covenant or obligation of Seller or the Company in this Agreement; (c) any product shipped or manufactured by, or any services provided by, by the Company Special Partnership prior to the Closing Date; orand (d) any claim by any person 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 Person with either Seller or the Company Special Partnership (or any person Person acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 9.2 8.2 will not be exclusive of or limit any other remedies that may be available to TGI Buyer or the other Indemnified personsPersons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless TGI, Buyers and the Company, and their respective representatives, stockholders, controlling persons, and affiliates Acquired Companies (collectively, the "“Indemnified Persons"”) for, and will pay to the 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' ’ 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 Breach of any representation or warranty made by Seller in this Agreement, the Company Disclosure Letter, the supplements Agreement (without giving effect to the Company Disclosure Letterany notice pursuant to Section 5.2), or any other certificate or document delivered by Seller pursuant to this Agreement; (b) any breach Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any notice pursuant to Section 5.2, other than any such Breach that is disclosed in any notice pursuant to Section 5.2 and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(iii) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by Seller of any covenant or obligation of Seller in this Agreement or the Company in this Agreement; (c) any product shipped or manufactured by, or any services provided by, the Company prior to the Closing DateTermination and Release; or (d) any claim by any person 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 any such person Person with Seller or the Company (or any person Person acting on their its behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to TGI Buyers or the other Indemnified personsPersons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless TGIBuyer, the Company, Acquired Companies and their respective representatives, stockholders, controlling persons, and affiliates Related Persons (collectively, the "Buyer Indemnified Persons") for, and will pay to the Indemnified Persons Persons, the amount of, of any loss, liability, claim, damage (including incidental and consequential damages)damage, or expense (including costs of investigation and defense and reasonable attorneys' and consultants' fees) ), but not incidental or consequential damages or diminution of in value, whether or not involving a thirdThird-party claim Party Claim (collectively, "Damages"), arising, directly or indirectly, arising from or in connection with: (a) any breach Breach of any representation or warranty made by Seller in ARTICLE 4 of this AgreementAgreement (without giving effect to any supplement to the Disclosure Schedule), the Company Disclosure LetterSchedule, the supplements to the Company Disclosure LetterSchedule, or any other certificate or document delivered by Seller pursuant to this Agreement; (b) any breach Breach by Seller of any covenant or obligation of Seller or the Company in this Agreement;; or (c) any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date; or (d) any claim by any person 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 Person with Seller or the Company (or any person Person acting on their his behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 9.2 11.2 will not be exclusive of or limit any other remedies that may be available to TGI Buyer or the other Indemnified personsPersons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify indemnify, defend and hold harmless TGIBuyer, the Company, and their respective representativesRepresentatives, stockholdersmembers, controlling persons, and affiliates Affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, 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: (a) any breach Breach of any representation or warranty made by Seller in this Agreement, the Company Disclosure Letter, the supplements to the Company Disclosure Letter, or any other certificate or document delivered by Seller or the Company pursuant to this Agreement; (b) any breach Breach by Seller or the Company of any covenant or obligation of Seller or the Company in this Agreement; (c) any product shipped or manufactured by, or any services provided by, by Seller or the Company prior to the Closing Date; or; (d) any claim by any person 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 Person with either Seller or the Company (or any person Person acting on their behalf) in connection with any of the Contemplated Transactions; or (e) any claim by any Person with respect to any business of Seller unrelated to the NTP Division. The remedies provided in this Section 9.2 will not 10.2 shall be the exclusive remedies of the parties hereto in connection with any breach of a representation or limit warranty, or non-performance, partial or total, of any other remedies that may be available to TGI covenant or the other Indemnified personsagreement contained herein.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will ------------------------------------------------ indemnify and hold harmless TGIPurchaser, the Company, the Subsidiaries and their respective representativesemployees, officers, directors, stockholders, controlling personsagents, representatives and affiliates (collectively, the "Indemnified Persons") for, and will pay to the 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' 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 Seller in this Agreement, Agreement (including without limitation the Company Disclosure Letter, the supplements to the Company Disclosure Letter, Schedules hereto) or any other certificate or document delivered by Seller pursuant to this Agreement; (b) any breach by Seller of any covenant or obligation of Seller or the Company in this Agreement; (c) any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date; or; (d) the claims, actions, proceedings or investigations disclosed in Schedule 3.15(e); or ---------------- (e) 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 any such person or entity with either Seller or the Company (or any person or entity acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to TGI or the other Indemnified personstransactions contemplated hereby.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless TGIBuyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the 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' ’ 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 Breach of any representation or warranty made by Seller in this Agreement, the Company Disclosure Letter, the supplements to the Company Disclosure Letter, or any other certificate or document delivered by Seller pursuant to this Agreement; (b) any breach Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date; (c) any Breach by Seller of any covenant or obligation of Seller or the Company in this Agreement; (c) any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date; or (d) any claim by any person 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 any such person Person with either Seller or the Company (or any person Person acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to TGI or the other Indemnified personsBuyer.