Common use of Indemnification and Reimbursement by Buyer Clause in Contracts

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Sellers, and their Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller Indemnitees”), and will reimburse Seller Indemnitees for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless SellersSeller, Shareholder and their respective Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller IndemniteesIndemnified Persons”), and will reimburse the Seller Indemnitees Indemnified Persons, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) claim by any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (d) any Liability of Buyer with respect to bargaining with any Active Employees prior to or subsequent to the Closing; (e) any Liability arising out of the ownership or operation of the Assets which accrued after the Effective Time other than the Retained Liabilities; (f) any product or component thereof manufactured by or shipped, or any services provided by, Buyer, in whole or in part, after the Closing Date; or, (g) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Sellers, and their Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller Indemnitees”)Seller, and will reimburse Seller Indemnitees Seller, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any claim made against Seller as a result of the actions and/or operating liabilities of Buyer’s Public Shell; (c) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities;; Exhibit 10(a) (d) any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (e) any claim made by the United States Securities and Exchange Commission against Xxxxx Xxxxxxxxxx which is made solely as a result of the actions of Buyer prior to and after the Closing, provided that no indemnification will be provided for any claims which are made as a result of the actions of Xx. Xxxxx Xxxxxxxxxx, or (f) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless SellersSeller, and their its Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller IndemniteesIndemnified Persons”), and will reimburse the Seller Indemnitees Indemnified Persons, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi)2.7, (iii) any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) any Liability arising out of the ownership or operation of the Gaithersburg Business or the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or; (ed) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; or (e) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Subject to the provisions of Schedule 2.4(a)(viii) and the limitation set forth in Sections 8.6 and 8.7, after the Closing Buyer will shall indemnify and hold harmless SellersSeller, and their Representatives, shareholders, subsidiaries Representatives and Related Persons (collectively, the “Seller IndemniteesIndemnified Persons”), ) and will reimburse Seller Indemnitees Indemnified Persons, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) claim by any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (d) any Assumed Liabilities; or (e) any Liabilities arising out of the ownership or operation of the Acquired Assets or Business after the Effective Time other than the Retained Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Sellers, and their Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller Indemnitees”)Seller, and will reimburse Seller Indemnitees Seller, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any claim made against Seller as a result of the actions and/or operating liabilities of Buyer’s Public Shell; (c) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (e) any claim made by the United States Securities and Exchange Commission against Xxxxx Xxxxxxxxxx which is made solely as a result of the actions of Buyer prior to and after the Closing, provided that no indemnification will be provided for any claims which are made as a result of the actions of Xx. Xxxxx Xxxxxxxxxx, or (f) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. After the Closing, Buyer will indemnify and hold harmless SellersSeller, each Shareholder, and their respective Representatives, shareholdersowners, subsidiaries and Related Persons (collectively, the “Seller IndemniteesIndemnified Persons”), and will reimburse the Seller Indemnitees Indemnified Persons for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) claim by any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (d) any obligations of Buyer with respect to bargaining with the collective bargaining representatives of Active Employees subsequent to the Closing; or (e) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless SellersSeller, and their Representatives, shareholders, subsidiaries its Representatives and Related Persons (collectively, the “Seller IndemniteesIndemnified Persons”), and will reimburse the Seller Indemnitees Indemnified Persons, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing writing, or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing writing, or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer (or any Person acting on Buyer’s Buyers behalf) in connection with any of the Contemplated Transactions; (d) the operation of the Business or any product or component thereof manufactured by or shipped, or any services provided by, Buyer, in whole or in part, after the Closing Date; or (e) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Sellers, and their Seller its Representatives, shareholdersmembers, subsidiaries and Related Persons (collectively, the “Seller IndemniteesIndemnified Persons”), and will reimburse the Seller Indemnitees Indemnified Persons for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) claim by any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any Person for brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s 's behalf) in connection with any of the Contemplated Transactions; (d) any product or component thereof manufactured by or shipped, or any services provided by, Buyer, in whole or in part, subsequent to the Closing Date in connection with the Assets or the FONU2 Business previously conducted by Seller or (e) any Liability accruing and arising out of the ownership or operation of the Assets subsequent to the Closing Date, including the Assumed Liability.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Sellers, and their Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller Indemnitees”)Seller, and will reimburse Seller Indemnitees Seller, for any Damages involving a Third-Party Claim (and no other Damages) and arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) claim by any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (d) any Liability arising out of Buyer’s use, occupancy, operation, or ownership of the Assets, including without limitation the Premises, after the Effective Time; or (e) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify indemnify, defend and hold harmless Sellers, and their Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller Indemnitees”), and will reimburse Seller Indemnitees for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates Buyer Disclosure Letter, (iii) the supplements to the Buyer Disclosure Letter, (iv) the certificate delivered pursuant to Section 2.8(b)(vi2.9(b)(vi), (iiiv) any transfer instrument or (ivvi) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) any Liability arising out of the ownership or operation of the Assets after following the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or; (ed) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; or (e) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Sellers, Seller and their Representatives, shareholders, subsidiaries and its Related Persons (collectively, the “Seller IndemniteesIndemnified Persons”), and will reimburse the Seller Indemnitees Indemnified Persons for any Damages arising from or in connection with: (a) any Breach breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer at Closing pursuant to this Agreement; (b) any Breach breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer at Closing pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) claim by any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactionstransactions contemplated hereunder; and (d) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Subject to the limits ------------------------------------------- of Section 6.6, Buyer will indemnify and hold harmless SellersSeller, Shareholder and their Representatives, shareholders, subsidiaries respective Representatives and Related Persons (collectively, the “"Seller Indemnitees”Indemnified Persons"), and will reimburse the Seller Indemnitees Indemnified Persons, for any Damages arising from or in connection with: : (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing writing, or instrument delivered by Buyer pursuant to this Agreement; Agreement required in accordance with Paragraph 2.7; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing writing, or instrument delivered by Buyer pursuant to this Agreement; Agreement required in accordance with Paragraph 2.7; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) claim by any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any Person for brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s 's behalf) in connection with any of the Contemplated Transactions; (d) any Assumed Liabilities; or (e) any Third Party Claim arising out of the operation by Buyer of the Assets following the Closing, other than matters which are the obligations of Seller or Shareholder hereunder. Seller and Shareholder agree that the remedies set forth in this Agreement shall be their exclusive remedies for such Damages.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless SellersSeller, and their its Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller IndemniteesIndemnified Persons”), ) and will reimburse the Seller Indemnitees Indemnified Persons, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) claim by any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (d) any obligations of Buyer with respect to bargaining with the collective bargaining representatives of Hired Active Employees subsequent to the Closing; or (e) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer Buyer, will indemnify defend and hold harmless Sellers, Seller and their its Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller IndemniteesIndemnified Parties”)) against, and will reimburse Seller Indemnitees the Seller, Indemnified Parties for any Damages arising from and all loss, liability, claim, damage, expense (including reasonable attorneys’ fees and expenses)(collectively, “Damages”) that such Seller Indemnified Parties may at any time suffer or incur as a result of or in connection with: (ai) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (bii) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (ciii) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) claim by any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions.;

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless SellersAmarin and its officers, directors, employees and their Representatives, shareholders, subsidiaries and Related Persons Affiliates (collectively, the “Seller IndemniteesIndemnified Persons”), and will reimburse Seller Indemnitees Amarin, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) claim by any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (d) any Assumed Liability; (e) any severance payments, or severance payment obligations, to the persons listed on Schedule 11.15 hereto; or (f) any Liability arising out of the ownership, operation, or use of the Acquired Assets after the Closing Date.

Indemnification and Reimbursement by Buyer. Subject to the provisions of Schedule 2.4(a)(viii) and the limitation set forth in Sections 8.6 and 8.7, after the Closing Buyer will shall indemnify and hold harmless SellersSeller, and their Representatives, shareholders, subsidiaries Representatives and Related Persons (collectively, the “Seller IndemniteesIndemnified Persons”), ) and will reimburse Seller Indemnitees Indemnified Persons, for any Damages arising from or in connection with: : (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; ; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; ; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) claim by any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (d) any Assumed Liabilities; or (e) any Liabilities arising out of the ownership or operation of the Acquired Assets or Business after the Effective Time other than the Retained Liabilities.

Indemnification and Reimbursement by Buyer. From and after the Closing, Buyer will shall defend, indemnify and hold harmless SellersSeller and its respective Related Persons, representatives and their Representatives, shareholders, subsidiaries and Related Persons agents (collectively, the “Seller IndemniteesIndemnified Persons”)) from, and will shall reimburse the Seller Indemnitees for Indemnified Persons for, any Damages Losses directly or indirectly arising from or in connection with, incidental or relating to: (a) any Breach untruth, error or breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) any transfer instrument or (iv) any other certificate, document, writing or instrument certificate delivered by Buyer pursuant to Section 1.8(b), or any certificate or document delivered by Buyer at Closing pursuant to this Agreement, in each case disregarding the terms “knowledge,” “material” and “materiality”; (b) any Breach non-fulfillment or breach of any covenant covenant, agreement or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement claim, action, demand or Proceeding against or affecting any Seller Indemnified Person which, if successful, would give rise to assume and satisfy or evidence the Assumed Liabilities;existence of a claim for which a Seller Indemnified Person may be entitled to seek indemnification or other remedies under this Agreement; and (d) any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s its behalf) in connection with any of the Contemplated Transactionstransactions contemplated hereby.

Indemnification and Reimbursement by Buyer. Buyer and Buyer Parent, jointly and severally, will indemnify and hold harmless Sellers, and their Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller Indemnitees”)Selling Parties, and will reimburse Seller Indemnitees Selling Parties, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer or Buyer Parent in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) other Transaction Agreements or in any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer or Buyer Parent pursuant to this the Agreement; (b) any Breach of any covenant or obligation of Buyer or Buyer Parent in this Agreement Agreement, the other Transaction Agreements or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this the Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer or Buyer Parent (or any Person acting on Buyer’s their behalf) in connection with any of the Contemplated Transactions; (d) any Liability arising out of the ownership or operation of the Assets after the Effective Time other than the Retained Liabilities; or (e) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Subject to the provisions of this Article 11, Buyer and Parent, jointly and severally will indemnify indemnify, defend and hold harmless Sellers, and their Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller Indemnitees”)Seller, and will reimburse Seller Indemnitees and its Representatives, for any Damages arising from or in connection with: (a) any Breach breach of any representation or warranty made by Buyer or Parent in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing writing, or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach breach of any covenant or obligation of Buyer or Parent in this Agreement or in any other certificate, document, writing writing, or instrument delivered by Buyer or Parent pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) claim by any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer or Parent (or any Person acting on BuyerBuyer or Parent’s behalf) in connection with any of the Contemplated Transactions; (d) any Assumed Liabilities; and (e) any liability arising in connection with the Contemplated Transactions relating to the WARN Act and/or any state or local equivalents.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless SellersSeller, and their its Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller IndemniteesIndemnified Persons”), and will reimburse the Seller Indemnitees Indemnified Persons, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) Agreement or in any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) any Liability arising out of the ownership or operation of the Assets after following the Effective TimeClosing Date, except including but not limited to the extent such Liability arises out of or relates to a Retained Liability; orAssumed Liabilities; (ed) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have has been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions.; or