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 this Section 9.2 and in Section 9.5, each Seller shall severally indemnify and hold harmless WGSI and its respective officers, directors, agents, attorneys and employees, and their Affiliates (individually a “WGSI Indemnified Person” and collectively the “WGSI Indemnified Persons”) from and against any and all losses, costs, damages, injuries or Liabilities arising from any demand, settlement, judgment, award, fine, penalty, tax, fee (including reasonable attorneys’ fees, whether relating to a third party claim, an action by a WGSI Indemnified Person to enforce its rights under the Agreement or any other action, proceeding or claim), charge, cost (including costs of investigation) or expense of any nature (other than lost opportunity or lost profits) (collectively, “Damages”) arising out of or related to (i) any Breach of the representations or warranties contained in Article V or (ii) any Breach of covenants or agreements given or made by Sellers and Company in this Agreement. Subject to the limitations set forth in this Section 9.2 and in Section 9.5, each Seller shall severally indemnify and hold harmless each WGSI Indemnified Person from and against any Damages arising out of a Breach by such Seller of the representations and warranties of such Seller contained in Article IV. Any Damages payable to any WGSI Indemnified Person with respect to the first sentence of this Section 9.2 shall first be paid out of the Escrow Fund, to the extent any monies remain available for distribution therein. Any Damages payable to any WGSI Indemnified Person with respect to the second sentence of this Section 9.2 shall be paid directly by the Seller liable therefor. The Parties agree to treat indemnification payments under this Article IX as adjustments to the Purchase Price for Tax purposes.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject Sellers hereby solidarily, expressly waiving all benefits of division and discussion, undertake to the limitations set forth in this Section 9.2 and in Section 9.5indemnify, each Seller shall severally indemnify defend and hold harmless WGSI and its respective officersBuyer, directors, agents, attorneys and employeesthe Acquired Companies, and their Affiliates respective Representatives, stockholders, controlling Persons, and affiliates (individually a “WGSI Indemnified Person” and collectively collectively, the “WGSI Indemnified Persons”) from for, and against will pay to the Indemnified Persons the amount of, any and all lossesloss, costsliability, damagesclaim, injuries or Liabilities arising from any demand, settlement, judgment, award, fine, penalty, tax, fee damage (including incidental and consequential damages paid to third parties), expense (including costs of investigation and defense and reasonable attorneys’ fees) or diminution of value, whether relating to or not involving a third third-party claim, an action by a WGSI Indemnified Person to enforce its rights under the Agreement or any other action, proceeding or claim), charge, cost (including costs of investigation) or expense of any nature (other than lost opportunity or lost profits) claim (collectively, “Damages”) arising out of ), arising, directly or related to indirectly, from or in connection with: (ia) any Breach of any representation or warranty made by Sellers in this Agreement, the representations Disclosure Schedule, or warranties contained in Article V any other certificate or document delivered by Sellers pursuant to this Agreement; (iib) any Breach by any Seller of covenants any covenant or agreements given or made by Sellers and Company obligation of such Seller in this Agreement. Subject ; (c) any product shipped or manufactured by, or any services provided by, any Acquired Company prior to the limitations set forth Closing Date; or (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 Seller or any Acquired Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 9.2 and 6.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons. For greater clarity, in Section 9.5, each Seller shall severally indemnify and hold harmless each WGSI Indemnified Person from and the event any claim for Damages made by the Buyer against any Damages arising out of a Breach by such Seller of the representations Sellers hereunder involves a warranty issue, the Sellers obligations for Damages hereunder shall be net of any research and warranties of such Seller contained development tax credits that the Acquired Companies subsequently receive in Article IV. Any Damages payable relation to any WGSI Indemnified Person with respect to technical developments in connection therewith (the first sentence of this Section 9.2 shall first be paid out of the Escrow Fund, “R&D Credits”) and to the extent the Acquired Companies receive any monies remain available such R&D Credits after the Sellers have indemnified Buyer for distribution therein. Any any such Damages payable to any WGSI Indemnified Person with respect hereunder, the Buyer shall pay an amount equal to the second sentence economic value of this Section 9.2 shall be such R&D Credits to the Sellers, up to a maximum equal to the amount the Sellers actually paid directly to the Buyer pursuant to an indemnifiable claim for Damages made by the Seller liable therefor. The Parties agree to treat indemnification payments under this Article IX as adjustments to the Purchase Price for Tax purposesBuyer hereunder.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitations set forth in this Section 9.2 Sellers, jointly and in Section 9.5severally, each Seller shall severally will indemnify and hold harmless WGSI and its respective officersParent, directors, agents, attorneys and employeesPurchaser, and their Representatives, shareholders, controlling persons, and Affiliates (individually a “WGSI Indemnified Person” and collectively collectively, the “WGSI Altisource Indemnified Persons”) from for, and against will pay to Altisource Indemnified Persons the amount of, any and all lossesloss, costsLiability, damagesclaim, injuries or Liabilities arising from any demand, settlement, judgment, award, fine, penalty, tax, fee damage (including reasonable attorneys’ fees, whether relating to a third party claim, an action by a WGSI Indemnified Person to enforce its rights under the Agreement or any other action, proceeding or claimincidental and consequential damages), charge, cost expense (including costs of investigationinvestigation and defense and reasonable attorneys’ and experts’ fees and disbursements) or expense diminution of any nature (other than lost opportunity value, whether or lost profits) not involving a third-party claim (collectively, “Damages”) arising out of ), arising, directly or related to indirectly, from or in connection with: (ia) any Breach breach of the representations any representation or warranties contained in Article V or (ii) any Breach of covenants or agreements given or warranty made by Sellers in Sections 3.1 through 3.19 of this Agreement, the Disclosure Schedule relating to such Sections, 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 with respect to actions to be taken (or not to be taken) by the Company prior to the Closing; and (c) any Liability of the Company with respect to any Proceeding relating to circumstances, occurrences, events, acts, or omissions occurring prior to the Effective Time, whether or not such Proceeding was commenced before, at, or after the Effective Time, and including, without limitation, those Proceedings set forth on Schedule 3.8. The XxXxxxxx Group, jointly and severally, will indemnify and hold harmless the Altisource Indemnified Persons for, and will pay to Altisource Indemnified Persons the amount of, any Damages arising, directly or indirectly, from or in connection with any breach of: (w) any representation or warranty made by such Sellers in Section 3.20 of this Agreement and the Disclosure Schedule relating to such Section and (x) any breach by the XxXxxxxx Group of any covenant or obligation of such Persons in this Agreement. Subject to the limitations set forth in this Section 9.2 The Xxxxxx Group, jointly and in Section 9.5severally, each Seller shall severally will indemnify and hold harmless each WGSI the Altisource Indemnified Person from Persons for, and against will pay to Altisource Indemnified Persons the amount of any Damages arising out of a Breach arising, directly or indirectly, from or in connection with any breach of: (y) any representation or warranty made by such Seller Sellers in Section 3.21 of this Agreement and the representations Disclosure Schedule relating to such Section and warranties (z) any breach by the Xxxxxx Group of any covenant or obligation of such Seller contained Persons in Article IV. Any Damages payable to any WGSI Indemnified Person with respect to the first sentence of this Section 9.2 shall first be paid out of the Escrow Fund, to the extent any monies remain available for distribution therein. Any Damages payable to any WGSI Indemnified Person with respect to the second sentence of this Section 9.2 shall be paid directly by the Seller liable therefor. The Parties agree to treat indemnification payments under this Article IX as adjustments to the Purchase Price for Tax purposesAgreement.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitations set forth in this Section 9.2 Sellers, jointly and in Section 9.5severally, each Seller shall severally will indemnify and hold harmless WGSI and its respective officersBuyer, directors, agents, attorneys and employeesthe Acquired Companies, and their Affiliates respective Representatives, stockholders, controlling persons, and affiliates (individually a “WGSI Indemnified Person” and collectively collectively, the “WGSI Buyer Indemnified Persons”) from for, and against will pay to the Buyer Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including, except to the extent limited under Section 10.8, costs of investigation and all losses, costs, damages, injuries or Liabilities arising from any demand, settlement, judgment, award, fine, penalty, tax, fee (including defense and reasonable attorneys’ fees), whether relating to or not involving a third third-party claim, an action by a WGSI Indemnified Person to enforce its rights under the Agreement or any other action, proceeding or claim), charge, cost (including costs of investigation) or expense of any nature (other than lost opportunity or lost profits) claim (collectively, “Damages”), to the extent caused by: any Breach of any representation or warranty made by Sellers (but not any Breach of any Seller Individual Representation) arising out on the date of this Agreement in Article 3 (including, for such purposes, the Disclosure Schedule as it exists on the date of this Agreement) or related in the certificate delivered by Sellers at the Closing pursuant to Section 2.4(a)(ii)(L) (i) other than any Breach of any Seller Individual Representation); any Breach by Sellers or the Acquired Companies of any covenant or obligation of Sellers or the Acquired Companies in this Agreement; provided, however, that no Seller shall have any obligation to indemnify or hold harmless any Buyer Indemnified Person after the Closing for any Breach of the representations covenants or warranties contained obligations set forth in Article V Sections 5.1, 5.2, 5.3, 5.4, 5.6, 5.10 or 5.11; 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 Sellers (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; any Indebtedness Payoff Amount and Sellers’ Expenses that are not set forth in the Initial Payment Certificate; any (i) amount drawn by the beneficiary under, and any fees, expenses or other amounts payable with respect to, any letter of credit listed in Exhibit 2.4(a)(ii)(I), and (ii) amount drawn by the beneficiary under any Breach letter of covenants or agreements given or made by Sellers and Company credit listed in this Agreement. Subject to Exhibit 7.8, but (A) in the limitations set forth in this Section 9.2 and in Section 9.5, each Seller shall severally indemnify and hold harmless each WGSI Indemnified Person from and against any Damages arising out of a Breach by such Seller case of the representations and warranties first letter of such Seller contained credit listed in Article IV. Any Damages payable to any WGSI Indemnified Person Exhibit 7.8, only with respect to worker’s compensation injuries or claims that arose or the first sentence basis of this Section 9.2 shall first be paid out of the Escrow Fund, which arose prior to the extent Closing Date, or (B) in the case of any monies remain available for distribution therein. Any Damages payable to any WGSI Indemnified Person other letter of credit listed in Exhibit 7.8, only with respect to the second sentence of this Section 9.2 shall be paid directly a claim by the Seller liable therefor. The Parties agree to treat indemnification payments under this Article IX as adjustments landlord, that arose or the basis of which arose prior to the Purchase Price Closing Date, under the lease agreement to which the letter of credit applies; or relating to any liabilities, obligations, or other Damages of whatever kind or nature assigned or assumed under the Assumption Agreement (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Tax purposesTaxes assumed under the Assumption Agreement.