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 Buyer, stockholders, controlling Persons, and Affiliates (collectively, the "Seller Indemnified Persons") for, and will pay to the Seller Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including reasonable costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any material breach of any representation or warranty made by Seller in this Agreement, the Disclosure Schedule, 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 in this Agreement or any certificate or document delivered by Seller pursuant to this Agreement; (c) the failure of Seller to satisfy and discharge any Excluded Liabilities, except only the Assumed Liabilities; and (d) the failure of Seller to comply with bulk sales or other similar laws in any applicable jurisdiction; provided, however, that any claim for Damages pursuant to this Section 5.1 must be made on or before the first anniversary of the Closing Date.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify indemnify, defend, protect and hold harmless Buyer, stockholders, controlling Persons, and Affiliates (collectively, the "Seller Indemnified Persons") for, and will pay to the Seller Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including reasonable costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any material breach of any representation or warranty made by Seller in this Agreement, the Disclosure Schedule, or any other certificate or document delivered by Seller pursuant to this Agreement; (b) any material breach by Seller of any covenant or obligation of Seller in this Agreement or any certificate or document delivered by Seller pursuant to this Agreement; (c) the failure of Seller to satisfy and discharge any Excluded Liabilities, except only the Assumed Liabilities; and (d) the failure of Seller to comply with bulk sales or other similar laws in any applicable jurisdiction; provided, however, that any claim for Damages pursuant to this Section 5.1 must be made on or before the first anniversary of the Closing Date.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless Buyer, stockholders, controlling Persons, and Affiliates (collectively, the "Seller Indemnified Persons") for, and will pay to the Seller Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including reasonable costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any material breach of any representation or warranty made by Seller in this Agreement, the Disclosure Schedule, 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 in this Agreement or any certificate or document delivered by Seller pursuant to this Agreement; (c) the failure of Seller to satisfy and discharge any Excluded Liabilities, except only the Assumed Liabilities; and (d) the failure of Seller to comply with bulk sales or other similar laws in any applicable jurisdiction; provided, however, that any claim for Damages pursuant to this Section 5.1 10.1 must be made on or before the first anniversary of the Closing Date.