Common use of INDEMNIFICATION AND PAYMENT OF DAMAGES Clause in Contracts

INDEMNIFICATION AND PAYMENT OF DAMAGES. Each Party (an "Indemnifying Party") will indemnify and hold harmless the other parties 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: (a) any breach of any representation or warranty made by the Indemnifying Party in this Agreement, or any schedule, certificate or document delivered by the Indemnifying Party pursuant to this Agreement; (b) any breach of any representation or warranty made by the Indemnifying Party in this Agreement as if such representation or warranty were made on and as of the Closing Date; (c) any breach by the Indemnifying Party of any of its covenants or obligations in this Agreement; (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 the Company (or any person acting on its behalf) in connection with any of the Transactions. The remedies provided in this Section 7.2 will not be exclusive of or limit any other remedies that may be available to Investor or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES. Each Party (an "Indemnifying Party") party, respectively, will indemnify and hold harmless the other parties party and their respective representativesits shareholders, stockholdersaffiliates, controlling personsofficers, directors, employees, representatives and affiliates agents (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons 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: 11.1.1. Any breach (a"Breach," defined as including but not limited to any material misrepresentation or omission of material information or that any representations or warranties are untrue as provided herein) any breach of any representation representations or warranty warranties made by the Indemnifying Party in a party to this Agreement, Agreement or any scheduleother agreement, document or certificate or document delivered by the Indemnifying Party pursuant to this Agreement; (b) , including any breach of any representation or warranty made by the Indemnifying Party in this Agreement Breach as if any such representation representations or warranty warranties were made on and as of the Closing DateDate or afterwards, if applicable, unless otherwise disclosed to the Indemnified Person and to which the Indemnified Person agrees in writing before Closing; (c) any breach 11.1.2. Any Breach by the Indemnifying Party a party to this Agreement of any covenant or obligation of its covenants such party in this Agreement or obligations in any agreement made part of this Agreement; (d) any 11.1.3. Any services provided by Seller prior to the Closing Date; 11.1.4. 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 with the Company (or any person acting on its behalf) in connection with this Agreement or the transactions provided in this Agreement as a result of any of the Transactionsagreement, arrangement or understanding as to which Seller was a party. The remedies provided in this Section 7.2 11.1 will not be exclusive of or limit any other remedies that may be available to Investor or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES. Each Party Subject to Section 11.2(b), each Seller (an the Sellers collectively, the "Indemnifying PartyIndemnitors") will shall severally and not jointly, indemnify and hold harmless the other parties Buyer and their respective representativesits Representatives, stockholders, controlling persons, and affiliates Affiliates (collectively, the "Buyer's Indemnified Persons") for, and will shall severally, and not jointly, pay to the Buyer's Indemnified Persons the amount of, Persons: (i) such Seller's Pro Rata Share 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, "all Damages"), arising, directly or indirectly, from or in connection with: (a) as a result of any breach Breach of any representation or warranty made by the Indemnifying Party Company in this AgreementAgreement (after giving effect to the Disclosure Letter but without giving effect to any standard of materiality), the Disclosure Letter or any schedule, other certificate or document delivered by the Indemnifying Party Company at the Closing pursuant to this Agreement, or any Breach by the Company of any covenant or obligation of the Company in this Agreement; (bii) any breach and all Damages, arising, directly or indirectly, as a result of a Breach of any representation or warranty made by the Indemnifying Party such Seller in this Agreement as if Agreement, or any other certificate or document delivered by such representation or warranty were made on and as of Seller at the Closing Date; (c) pursuant to this Agreement or any breach Breach by the Indemnifying Party such Seller of any covenant or obligation of its covenants or obligations such Seller in this Agreement; (diii) 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 the Company Seller (or any person Person acting on its behalf) in connection with the Contemplated Transactions; or (iv) such Seller's Pro Rata Share of any Taxes of the Transactions. The remedies provided in this Company or its Subsidiaries for which Sellers are liable under Section 7.2 will not be exclusive 7.1 and such Seller's Pro Rata Share of or limit any other remedies that may be available to Investor or the other Indemnified PersonsTaxes for which Sellers are liable under Section 7.4.

INDEMNIFICATION AND PAYMENT OF DAMAGES. Each Party (an "Indemnifying Party") Sellers, jointly and severally, will indemnify and hold harmless Western, the other parties Acquired Companies, and their respective directors, officers, employees, agents, or other representatives, stockholders, controlling persons, stockholders 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: (a) any breach of any representation or warranty made by the Indemnifying Party Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, or any schedule, other certificate or document delivered by the Indemnifying Party Sellers pursuant to this Agreement; (b) any breach by any Seller of any representation covenant or warranty made by the Indemnifying Party obligation of such Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date;Agreement; or (c) any breach by the Indemnifying Party of any of its covenants or obligations in this Agreement; (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 the any Seller or any Acquired Company (or any person Person acting on its their behalf) in connection with any of the Contemplated Transactions. For the purpose of this Agreement, Xxxx Massotta and Xxxxxx X. Xxxxxx shall be excluded from joint and several liability. The remedies provided in this Section 7.2 8.2 will not be exclusive of or limit any other remedies that may be available to Investor Western or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES. Each Party (an "Indemnifying Party") will indemnify and hold harmless the other parties 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: (a) any breach of any representation or warranty made by the Indemnifying Party in this Agreement, or any schedule, certificate or document delivered by the Indemnifying Party pursuant to this Agreement; (b) any breach of any representation or warranty made by the Indemnifying Party in this Agreement as if such representation or warranty were made on and as of the Closing Date; (c) any breach by the Indemnifying Party of any of its covenants or obligations in this Agreement; (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 the Company (or any person acting on its behalf) in connection with any of the Transactions. The remedies provided in this Section 7.2 will not be exclusive of or limit any other remedies that may be available to Investor or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES. Each Party Subject to Section 11.2(b), the Sellers (an collectively, the "Indemnifying PartyIndemnitors") will shall severally but not jointly indemnify and hold harmless the other parties Buyer and their respective representativesits Representatives, stockholders, controlling persons, and affiliates Affiliates (collectively, the "Buyer's Indemnified Persons") for, and will shall severally but not jointly pay to the Buyer's Indemnified Persons the amount ofPersons, 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, "all Damages"), arising, directly or indirectly, from or in connection with: (ai) any breach Breach of any representation or warranty made by the Indemnifying Party Company or the Sellers in this AgreementAgreement (after giving effect to the Disclosure Letter but without giving effect to any standard of materiality), the Disclosure Letter or any schedule, other certificate or document delivered by the Indemnifying Party Company or the Sellers pursuant to this Agreement;; or (bii) any breach Breach by the Company or any Seller of any representation covenant or warranty made by the Indemnifying Party in this Agreement as if such representation or warranty were made on and as obligation of the Closing Date; (c) Company or any breach by the Indemnifying Party of any of its covenants or obligations Seller in this Agreement;; or (diii) 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 the Company (or any person Person acting on its their behalf) in connection with the Contemplated Transactions; or (iv) any of the Transactions. The remedies provided in this obligation with respect to Taxes for which Sellers are liable under Section 7.2 will not be exclusive of or limit any other remedies that may be available to Investor or the other Indemnified Persons7.