Common use of Indemnification and Payment of Damages by the Seller Clause in Contracts

Indemnification and Payment of Damages by the Seller. Seller will indemnify and hold harmless the Buyer, the Acquired 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), 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: any breach of any representation or warranty made by the Seller in this Agreement or any other certificate or document delivered by the Seller pursuant to this Agreement; any breach of any representation or warranty made by the Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date; any breach by the Seller of any covenant or obligation of the Seller in this Agreement; any services provided by the Company or its Subsidiary prior to the Closing Date;

Indemnification and Payment of Damages by the Seller. The Seller ---------------------------------------------------- will indemnify and hold harmless the BuyerPurchaser and its officers, the Acquired Companies, and their respective Representativesdirectors, stockholders, controlling persons, and affiliates Affiliates (collectively, the "Purchaser Indemnified Persons") for, and will pay to the Purchaser Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable 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 witharising from: (a) any breach of any representation or warranty made by the Seller in this Agreement or in any other certificate or document delivered by the Seller pursuant to this Agreement; any breach of any representation or warranty made by the Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date; , (b) any breach by the Seller of any covenant or obligation of the Seller in this Agreement; , (c) any services provided 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 the Company Seller (or its Subsidiary prior to any Person acting on their behalf) in connection with any of the Closing Date;transactions contemplated by this Agreement, or (d) any Excluded Liabilities.

Indemnification and Payment of Damages by the Seller. Seller Each Seller, jointly and severally, will indemnify and hold harmless the Buyer, the Acquired Companies, Purchaser and their respective its Representatives, stockholdersshareholders, controlling persons, and affiliates Affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liabilityLiability, 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: any breach of any representation or warranty made by the Seller in this Agreement Agreement, the Disclosure Schedule, or any other certificate or document delivered by the Seller pursuant to this Agreement; any breach of any representation or warranty made by the Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date; any breach by the Seller of any covenant or obligation of the Seller in this Agreement; any services provided by Liability of the Company Seller which is either not included among the Assumed Liabilities or its Subsidiary prior to the Closing Date;is an Excluded Liability (including without limitation any claim or Proceeding set forth on Schedule 3.9 [Legal Proceedings; Orders] hereof).