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, the Acquired 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 Option Agreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Seller pursuant to this Option Agreement; b. any Breach of any representation or warranty made by Seller in this Option Agreement as if such representation or warranty were made on and as of the Option Exercise Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied; c. any Breach by either Seller of any covenant or obligation of such Seller in this Option Agreement; d. any product shipped or manufactured by, or any services provided by, the Acquired Company prior to the Option Exercise Date; e. any matter disclosed in the Disclosure Letter; or f. 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 either Seller or the Acquired Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless Buyer, the Acquired Company, and their respective Representatives, stockholdersshareholders, 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. (a) any Breach of any representation or warranty made by Seller in this Option Agreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Seller pursuant to this Option Agreement; b. (b) any Breach of any representation or warranty made by Seller in this Option Agreement as if such representation or warranty were made on and as of the Option Exercise Closing Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied; c. (c) any Breach by either Seller of any covenant or obligation of such Seller in this Option Agreement; d. (d) any product shipped or manufactured by, or any services provided by, the Acquired Company prior to the Option Exercise Closing Date; e. (e) any matter disclosed addressed in the Disclosure Letter; or f. (f) 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 either Seller or the Acquired Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless Buyer, the Acquired CompanyCompanies, and their respective Representatives, stockholdersshareholders, 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. (a) any Breach of any representation or warranty made by Seller, each Seller under the respective Purchase Agreements, NSL, DLT or Lalande in this Option Agreement or any of the respective Purchase Agreements (without giving effect to any supplement to the Disclosure LetterLetter or any Disclosure Letter delivered pursuant to the respective Purchase Agreements), the Disclosure Letter, any Disclosure Letter delivered pursuant to the respective Purchase Agreements, the supplements to the Disclosure Letter, the supplements to any Disclosure Letter delivered pursuant to the Disclosure Letterrespective Purchase Agreements, or any other certificate or document delivered by Seller pursuant to Seller, the Companies, or any of the Sellers under the respective Purchase Agreements or the Companies under this Option AgreementAgreement or the respective Purchase Agreements; b. (b) any Breach of any representation or warranty made by Seller, each Seller under the respective Purchase Agreements, NSL, DLT or Lalande in this Option Agreement or any of the respective Purchase Agreements as if such representation or warranty were made on and as of the Option Exercise Closing Date without giving effect to any supplement to the Disclosure LetterLetter or any Disclosure Letter delivered pursuant to the respective Purchase Agreements, other than any such Breach that is disclosed in a supplement to the Disclosure Letter or a supplement to any Disclosure Letter delivered pursuant to the respective Purchase Agreements and is expressly identified in the certificate certificates delivered pursuant to Section 2.4(a)(v2.5(a)(iv) as having caused the condition specified in Section 7.1 not to be satisfied; c. any Breach by either Seller of any covenant or obligation of such Seller in this Option Agreement; d. any product shipped or manufactured by, or any services provided by, the Acquired Company prior to the Option Exercise Date; e. any matter disclosed in the Disclosure Letter; or f. 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 either Seller or the Acquired Company (or any Person acting on their behalf) corresponding section in connection with any of the Contemplated Transactions. The remedies provided in this Section 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.each respective

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless Buyer, the Acquired CompanyCompanies, 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. (a) any Breach of any representation or warranty made by Seller in this Option Agreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Seller pursuant to this Option Agreement; b. (b) any Breach of any representation or warranty made by Seller in this Option Agreement as if such representation or warranty were made on and as of the Option Exercise Closing Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied; c. (c) any Breach by either Seller of any covenant or obligation of such Seller in this Option Agreement; d. (d) any product shipped or manufactured by, or any services provided by, the any Acquired Company prior to the Option Exercise Closing Date; e. (e) any matter disclosed in the Disclosure Letter; or f. (f) 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 any such Person with either Seller or the any Acquired Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify indemnify, defend and hold harmless Buyer, the Acquired Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "“Buyer Indemnified Persons"”) for, and will pay to the Buyer Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damagesdamages and a devaluation of the Purchased Interest related to a Breach of this Agreement by Seller), 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. (a) any Breach of any representation or warranty made by Seller in this Option Agreement (without after giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Seller pursuant to this Option Agreement; b. any Breach of any representation or warranty made by Seller in this Option Agreement as if such representation or warranty were made on and as of the Option Exercise Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v(b) as having caused the condition specified in Section 7.1 not to be satisfied; c. any Breach by either Seller of any covenant or obligation of such Seller in this Option Agreement; d. any product shipped or manufactured by, or any services provided by, the Acquired Company prior to the Option Exercise Date; e. any matter disclosed in the Disclosure Letter; or f. (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 any such Person with either Seller or the Acquired Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. The Except in the case of fraud, intentional misrepresentation, willful misconduct or the indemnification provided under Section 10.3, the remedies provided in this Section 10.2 will not be the exclusive of or limit any other remedies that may be remedy available to Buyer or Buyer, the Company and the other Buyer Indemnified PersonsPersons with respect to condition of the Plant and the Contemplated Transactions.