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

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitations set forth in Section 11.4, Sellers will jointly and severally indemnify and hold harmless Buyer and Acquisition (collectively, the "Indemnified Persons") from any loss, liability, claim, damage (excluding incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) 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 Sellers in this Agreement, after giving effect to the Disclosure Letter and the supplements thereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (b) any Breach by Sellers or the Company of any covenant or obligation of Sellers or the Company in this Agreement; (c) any product shipped or any services provided by Company prior to the Closing Date; (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 Sellers or the Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; and (e) any matter disclosed in numbers 1, 2 and 5 of Part 3.15 of the Disclosure Letter.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitations set forth in Section 11.4Sellers, Sellers will jointly and severally severally, will indemnify and hold harmless Buyer Buyer, the Company and Acquisition their representatives, stockholders, controlling persons and affiliates (collectively, the "Indemnified Persons") from for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (excluding including incidental and consequential damages), expense (including costs of investigation and defense and reasonable reasonably attorneys' and other professional 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 Any Breach of any representation or warranty made by Sellers in their capacity as stockholders in this Agreement, after giving effect to the Disclosure Letter Agreement and the supplements theretoschedules hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement;; or (b) any Any Breach by Sellers or the Company any Seller of any covenant or obligation of Sellers or the Company such Seller in this Agreement;; or (c) any product shipped or any services provided by Company prior to the Closing Date; (d) any 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 Sellers or the Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; and (e) any matter disclosed in numbers 1, 2 and 5 of Part 3.15 of the Disclosure Lettertransactions contemplated by this Agreement.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the provisions and limitations set forth in Section 11.4of this Article 5, Sellers will Sellers, jointly and severally indemnify and hold harmless Buyer Biomune and Acquisition its officers, directors, Affiliates and Controlling Persons (collectively, the "Indemnified Persons") from for, and will pay to the Indemnified Persons the amount of, any loss, liability, tax, penalty, interest, claim, damage (excluding incidental and damage, other than consequential damages)damage, expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) 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 Sellers in this Agreement, after giving effect the Disclosure Letter, the supplements to the Disclosure Letter and the supplements theretoLetter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (b) any Breach by Sellers or the Company of any covenant or obligation of Sellers or the Company any Seller in this Agreement;; and (c) any product shipped or any services provided by Company prior to the Closing Date; (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 Sellers Ritter or the Company Rockwood (or any Person acting ox xxx Perxxx xxxxng on their behalf) in connection with any of the Contemplated Transactions; and (e) any matter disclosed in numbers 1, 2 and 5 of Part 3.15 of the Disclosure Letter.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitations set forth contained in Section 11.4this Article 7, Sellers will jointly Sellers, Pro Rata and severally (but not jointly), will indemnify and hold harmless Buyer Buyer, the Company, and Acquisition their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") from for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (excluding including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional 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 Sellers in this Agreement, after giving effect to the Disclosure Letter and the supplements theretoLetter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (b) any Breach by Sellers or the Company either Seller of any covenant or obligation of Sellers or the Company such Seller in this Agreement; (c) any product shipped or any services provided by the Company prior to the Closing Date; (d) any Tax liability of the Company for periods prior to the Closing Date; (e) 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 Sellers either Seller or the Company (or any Person acting on their behalf) behalf in connection with any of the Contemplated Transactions; and (e) any matter disclosed in numbers 1, 2 and 5 of Part 3.15 of the Disclosure Lettertransactions contemplated herein.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitations set forth in all other provisions of this Section 11.410, Sellers will Sellers, jointly and severally severally, will indemnify and hold harmless Buyer Buyer, the Acquired Companies, and Acquisition their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") from for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (excluding including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional 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 material Breach of any representation or warranty made by Sellers in this Agreement, after giving effect to the Disclosure Letter and the supplements thereto, or any other certificate or document delivered by Sellers pursuant to this AgreementSection 2.4(a)(v); (b) any material Breach by Sellers or the Company any Seller of any covenant or obligation of Sellers or the Company such Seller in this Agreement;; or (c) any product shipped or any services provided by Company prior to the Closing Date; (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 Sellers either Seller or the either Acquired Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; and (e) any matter disclosed in numbers 1, 2 and 5 of Part 3.15 of the Disclosure Letter.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitations set forth in Section 11.4Sellers, Sellers will jointly and severally severally, will indemnify and hold harmless Buyer and Acquisition Buyer's respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Buyer Indemnified Persons") from for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (excluding incidental damage, action, suit, proceeding, costs and consequential damages), expense expenses (including costs of investigation and defense and reasonable attorneys' and other professional fees) ), 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 Sellers in this Agreement, after giving effect to the Disclosure Letter and the supplements theretoLetter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (b) any Breach by Sellers or the Company any Seller of any covenant or obligation of Sellers or the Company such Seller in this Agreement; ; (c) any product shipped or any services provided by Company prior to the Closing Date; (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 any of the Sellers or the Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; and (e) any matter disclosed in numbers 1, 2 and 5 of Part 3.15 of the Disclosure Letter.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitations set forth in Section 11.4(a) The Sellers, Sellers will jointly and severally severally, will indemnify and hold harmless Buyer Buyer, its stockholders, controlling Persons, and Acquisition Affiliates (collectively, the "Seller Indemnified Persons") from for, and will pay to the Seller Indemnified Persons the amount of, any loss, liability, claim, damage (excluding incidental and consequential damages)damage, expense (including reasonable costs of investigation and defense and reasonable attorneys' and other professional fees) ), whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (ai) any Breach breach of any representation or warranty made by Sellers Sellers, or either of them in this Agreement, after giving effect to the Disclosure Letter and the supplements theretoSchedule, or any other certificate or document delivered by Sellers Sellers, or either of them, pursuant to this Agreement;; and (bii) any Breach breach by Sellers Sellers, or the Company either of them, of any covenant or obligation of Sellers Sellers, or the Company either of them, in this Agreement; (c) any product shipped Agreement or any services provided certificate or document delivered by Company prior Seller pursuant to the Closing Date; (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 Sellers or the Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; and (e) any matter disclosed in numbers 1, 2 and 5 of Part 3.15 of the Disclosure Letterthis Agreement.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitations set forth in Section 11.4of Sections 10.1, 10.4 and 10.5, if the Closing has occurred, Sellers jointly, in proportion to their percentage ownership in the Company, will jointly and severally indemnify and hold harmless Buyer Buyer, the Company, and Acquisition their respective consolidated corporate parents and subsidiaries (collectively, the "Indemnified PersonsINDEMNIFIED PERSONS") from for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (excluding including incidental and consequential damages), expense (including costs of investigation and defense and reasonable reasonable, documented attorneys' and other professional feesfees of outside counsel) whether or not involving a third-party claim (collectively, "DamagesDAMAGES"), arising, directly or indirectly, from or in connection with: : (a) any Breach of any representation or warranty made by Sellers in this Agreementrepresentation, after giving effect to the Disclosure Letter and the supplements theretowarranty, or any other certificate or document delivered by Sellers pursuant to this Agreement; (b) any Breach by Sellers or the Company of any covenant or obligation of Sellers or the Company in this Agreement; ; or (c) any product shipped or any services provided by Company prior to the Closing Date; (db) 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 Sellers either Seller or the Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; and (e) any matter disclosed in numbers 1, 2 and 5 of Part 3.15 of the Disclosure Letter.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitations set forth in Section 11.4, Sellers Each Seller will jointly and severally indemnify and hold harmless Buyer harmless, without duplication, Buyer, the Company and Acquisition their respective directors, officers, stockholders, controlling persons, and affiliates (collectively, the "Buyer Indemnified Persons") from for, and will pay to Buyer Indemnified Persons his pro rata portion of the amount of, any loss, liability, claim, damage (excluding incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, arising from or in connection with: (a) any Breach of any representation or warranty made by any one or more Sellers in this Agreement, after giving effect to the Disclosure Letter and the supplements thereto, Section 3 or any other certificate or document delivered by Sellers pursuant to this Agreement; (b) any Breach by Sellers or the Company of any covenant or obligation of Sellers or the Company in this Agreement; (c) any product shipped or any services provided by Company prior to the Closing Date; (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 any one or more Sellers or the Company (or any Person acting on their behalfbehalf of any one or more Sellers) in connection with any of the Contemplated Transactions; and (e) any matter disclosed in numbers 1, 2 and 5 of Part 3.15 of the Disclosure Letter.