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 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 from (a) any Breach of any representation or warranty made by Seller in this Agreement, the schedules hereto or any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach by Seller or the Company of any covenant or obligation of Seller or the Company 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 made by any such Person with Seller or the Company (or any Person acting on their behalf) in connection with any of the transactions contemplated herein. The remedies provided in this Section 5.2 will be the sole remedy available to Buyer and the Other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless Buyer, the CompanyAcquired Companies, 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)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 arising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, the schedules hereto Disclosure Letter, or any other certificate or document delivered by Seller pursuant to this Agreement; ; (b) any Breach by Seller or the Company of any covenant or obligation of such Seller or the Company 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 any such Person with either Seller or the any Acquired Company (or any Person acting on their behalf) in connection with any of the transactions contemplated hereinContemplated Transactions. The remedies provided in this Section 5.2 will not be the sole remedy exclusive of or limit any other remedies that may be available to Buyer and or the Other other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will -4- indemnify and hold harmless Buyer, the Company, its legal and their respective Representatives, stockholdersfinancial advisors, 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 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 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 schedules hereto or any other certificate or document delivered by Seller 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; or (c) 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 its behalf) in connection with any the subject matter of the transactions contemplated hereinthis Agreement. The remedies provided in this Section 5.2 will not be the sole remedy exclusive of or limit any other remedies that may be available to Buyer and or the Other other Indemnified Persons.