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

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. The Sellers, jointly and severally, 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 (a) any material breach of any representation or warranty made by Sellers in this Agreement, the Disclosure Schedule, or any other certificate or document delivered by Sellers pursuant to this Agreement; (b) any breach by Sellers of any covenant or obligation of Sellers in this Agreement or any certificate or document delivered by Sellers pursuant to this Agreement; (c) the failure of Sellers to satisfy and discharge any Excluded Liabilities, except only the Assumed Liabilities; and (d) the failure of Sellers to comply with bulk sales or other similar laws in any applicable jurisdiction.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. The Sellers, jointly and severally, (a) Seller will indemnify and hold harmless Buyer, Buyer and its stockholders, controlling Persons, Persons and affiliates Affiliates (collectively, the "Seller Indemnified Persons") for, and will pay to the Seller Indemnified Persons the amount of, any loss, liability, claim, damage, damage and expense (including reasonable costs of investigation andand defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "Damages"), arising, directly, or indirectly, from or in connection with: (ai) any material breach of any representation or warranty made by Sellers Seller in this Agreement, Agreement (including the Disclosure Schedule), or any other certificate or document delivered by Sellers Seller pursuant to this Agreement; (bii) any breach by Sellers Seller of any covenant or obligation of Sellers Seller in this Agreement or any certificate or document delivered by Sellers Seller pursuant to this Agreement; (ciii) the failure of Sellers to satisfy and discharge any Excluded Liabilities, except only the Assumed Liabilities; and (div) the failure of Sellers Seller to comply with bulk sales or other similar laws in any applicable jurisdiction.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. The Sellers, jointly and severally, Seller will indemnify and hold harmless Buyer, stockholders, controlling Persons, and affiliates 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 andand 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 Sellers Seller in this Agreement, the Disclosure Schedule, or any other certificate or document delivered by Sellers Seller pursuant to this Agreement; (b) any breach by Sellers Seller of any covenant or obligation of Sellers Seller in this Agreement or any certificate or document delivered by Sellers Seller pursuant to this Agreement; (c) the failure of Sellers Seller to satisfy and discharge any Excluded Liabilities, except only the Assumed Liabilities; and (d) the failure of Sellers Seller to comply with bulk sales or other similar laws in any applicable jurisdiction.