Common use of Indemnification and Reimbursement by Seller Clause in Contracts

Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, and its representatives, shareholders, subsidiaries and related persons (collectively, the "Buyer Indemnified Persons"), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees and expenses) or diminution of value, whether or not involving a third-party claim, arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement or in any certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (b) any breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets prior to the Closing other than the Assumed Liabilities; (d) 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 or entity with Seller (or any person acting on its behalf) in connection with any of the transactions contemplated herein;

Indemnification and Reimbursement by Seller. Seller will defend, indemnify and hold harmless Buyer, and its representatives, shareholdersmembers, subsidiaries and related persons affiliated entities (collectively, collectively the "Buyer Indemnified Persons"), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees and expenses) or diminution of value, whether or not involving a third-party claimclaim (collectively "Damages"), arising from or in connection with: (ai) any Breach Any breach of any representation or warranty made by Seller in in: (i) this Agreement Agreement; (ii) the certificates or in resolutions delivered pursuant to this Agreement; (iii) any transfer instrument; or (iv) any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (bii) any Any breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement;; and (ciii) any Liability Any breach of this Agreement by Seller. Notwithstanding the foregoing, Buyer is not entitled to indemnification for Damages arising out of, or in connection with, any violation of the ownership or operation environmental representations and warranties of the Assets prior to the Closing other than the Assumed Liabilities; Seller in Section 8 (d) 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 or entity with Seller (or any person acting on its behalf) in connection with any of the transactions contemplated herein;o).

Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, and its representativesemployees, shareholdersdirectors, Representatives, stockholders and subsidiaries and related persons (collectively, the "“Buyer Indemnified Persons"”), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' ’ fees and expenses) or diminution of value), whether or not involving a thirdThird-party claimParty Claim (collectively, “Damages”), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in (i) this Agreement Agreement, (ii) the Disclosure Letter, (iii) Seller’s Closing Documents delivered pursuant to Section 2.6, (iv) any transfer instrument or in (v) any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (b) any breach Breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets prior to the Closing Date other than the Assumed Liabilities; (d) any brokerage amount representing fees and expenses or finder's fees other costs attributable to Seller arising out of or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any person or entity with Seller (or any person acting on its behalf) in connection with the Contemplated Transactions; (e) any of litigation pending or threatened on the transactions contemplated herein;Closing Date against Seller; or

Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, and its representativesemployees, shareholdersdirectors, Representatives, stockholders and subsidiaries and related persons (collectively, the "“Buyer Indemnified Persons"”), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' ’ fees and expenses) or diminution of value, whether or not involving a third-party claimclaim (collectively, “Damages”), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in (i) this Agreement Agreement, (ii) the Disclosure Letter, (iii) any of the Ancillary Documents executed or in any certificate, document, writing or instrument delivered by Seller pursuant to this Agreementor (iv) any transfer instrument; (b) any breach Breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument Ancillary Document delivered by Seller pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets prior to the Closing Date other than the Assumed Liabilities; (d) any brokerage amount representing fees and expenses or finder's fees other costs attributable to Seller arising out of or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any person or entity with Seller (or any person acting on its behalf) in connection with the Contemplated Transactions; (e) any of litigation pending on the transactions contemplated herein;Closing Date against Seller; or (f) any Retained Liabilities.

Indemnification and Reimbursement by Seller. Seller will shall indemnify and hold harmless Buyer, and its representativespartners, shareholdersdirectors, subsidiaries stockholders, employees, representatives and related persons agents (collectively, the "“Buyer Indemnified Persons"”), and will shall reimburse the Buyer Indemnified Persons Persons, for any loss, liability, claim, damagedamage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' ’ fees and expenses) or diminution of value, whether or not involving a third-party claimclaim (collectively, arising “Damages”), arising, directly or indirectly, from or in connection with: (a) any Breach breach of any representation or warranty made by Seller in this Agreement or in any certificateAgreement, document, writing or instrument the certificate delivered by Seller pursuant to Section 1.8(a)(xiii), or any other certificate or document delivered by Seller at Closing pursuant to this Agreement; (b) any nonfulfillment or breach of any covenant or obligation of Seller agreement contained in this Agreement to be performed or in any other certificate, document, writing or instrument delivered complied with by Seller pursuant to this AgreementSeller; (c) any Liability arising out of the ownership or operation of the Assets prior to the Closing other than the Assumed LiabilitiesSeller Cost Reports referenced in Section 6.8; (d) the Post-Closing Seller Tax Returns referenced in Section 6.13; (e) any other Excluded Liabilities; and (f) 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, made by any person or entity Person with Seller (or any person Person acting on its behalf) in connection with any of the transactions contemplated herein;hereby.

Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, and its representatives, shareholders, subsidiaries and related persons (collectively, the "Buyer Indemnified Persons"), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees and expenses) or diminution of value, whether or not involving a third-party claim, arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement or in any certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (b) any breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets prior to the Closing other than the Assumed Liabilities; (d) 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 or entity with Seller (or any person acting on its behalf) in connection with any of the transactions contemplated herein; (e) any noncompliance with any Bulk Sales Laws or fraudulent transfer law in respect of the transactions contemplated herein;

Indemnification and Reimbursement by Seller. Subject to the terms of this Article 13, Seller will indemnify and hold harmless Buyer, Buyer and its representatives, shareholders, subsidiaries and related persons Related Persons (collectively, the "“Buyer Indemnified Persons"”), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, damage and expense (including costs of investigation and defense and reasonable attorneys' ’ fees and expenses) or diminution of value), whether or not involving a thirdThird-party claimParty Claim (collectively, “Damages”), arising from or in connection with: (a) any Breach breach of any representation or warranty made by Seller in this Agreement or in any certificate, document, writing or instrument delivered by Seller at Closing pursuant to this Agreement; (b) any breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument delivered by Seller at Closing pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets prior to the Closing other than the Assumed Liabilities; (d) 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 or entity Person with Seller (or any person Person acting on its Seller’s behalf) in connection with any of the transactions contemplated herein;hereunder; and (d) any Retained Liabilities.

Indemnification and Reimbursement by Seller. Seller will indemnify and indemnify, hold harmless and defend Buyer, and its representativesRepresentatives, shareholders, subsidiaries and related persons Affiliates (collectively, the "Buyer Indemnified Persons"), and will reimburse the Buyer Indemnified Persons ) for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees and expenses) or diminution of value, whether or not involving a thirdThird-party claimParty Claim (collectively, "Damages"), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement; (b) any Breach of any covenant or obligation of Seller in this Agreement or in any certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (b) any breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets prior to the Closing other than the Assumed Retained Liabilities;; or (d) 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 or entity Person with Seller (or any person Person acting on its behalf) in connection with any of the transactions contemplated herein;Contemplated Transactions.

Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, and its representativesRepresentatives, shareholders, directors, officers, subsidiaries and related persons Buyer’s Related Persons (collectively, the "“Buyer Indemnified Persons"”), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' ’ fees and expenses) or diminution of value, whether or not involving a thirdThird-party claimParty Claim (collectively, “Damages”), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in (i) this Agreement Agreement, (ii) any transfer instrument or in (iii) any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (b) any breach Breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets prior to the Closing Effective Time other than the Assumed Liabilities; (d) any brokerage product or finder's fees component thereof manufactured by or commissions or similar payments based upon any agreement or understanding madeshipped, or alleged any services provided by Seller, in whole or in part, prior to have been made, the Closing Date; (e) any Employee Plan established or maintained by any person or entity with Seller (or any person acting on its behalf) in connection with any of the transactions contemplated herein;Seller; or

Indemnification and Reimbursement by Seller. Seller will defend, indemnify and hold harmless Buyer, and its representatives, shareholdersmembers, subsidiaries and related persons affiliated entities (collectively, collectively the "Buyer Indemnified Persons"), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees and expenses) or diminution of value, whether or not involving a third-party claimclaim (collectively "Damages"), arising from or in connection with: (a) any Breach : Any breach of any representation or warranty made by Seller in in: (i) this Agreement Agreement; (ii) the certificates or in resolutions delivered pursuant to this Agreement; (iii) any transfer instrument; or (iv) any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (b) any ; Any breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (c) any Liability ; and Any breach of this Agreement by Seller. Notwithstanding the foregoing, Buyer is not entitled to indemnification for Damages arising out of, or in connection with, any violation of the ownership or operation environmental representations and warranties of the Assets prior to the Closing other than the Assumed Liabilities; Seller in Section 8 (d) 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 or entity with Seller (or any person acting on its behalf) in connection with any of the transactions contemplated herein;o).

Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, and its representativesRepresentatives, shareholders, subsidiaries and related persons Related Persons (collectively, the "Buyer Indemnified Persons"), and will reimburse the Buyer Indemnified Persons for any actual, direct, out-of-pocket loss, liability, claim, damage, expense expense, fines and penalties (including costs of investigation and defense and reasonable attorneys' fees and expenses) or diminution of value), whether or not involving a thirdThird-party claimParty Claim (collectively, "Damages"), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement or in any certificate, document, writing or transfer instrument delivered by Seller pursuant to this Agreement; (b) any breach Breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or transfer instrument delivered by Seller pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets prior to the Closing other than the Assumed Liabilities; (d) 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 or entity Person with Seller (or any person Person acting on its behalf) in connection with any of the transactions contemplated hereinContemplated Transactions; (d) any noncompliance with any bulk sales laws or fraudulent transfer law in respect of the Contemplated Transactions; or (e) any Employee Plan established or maintained by Seller.

Indemnification and Reimbursement by Seller. Subject to the provisions of this Article 11, the Seller will will, solely and exclusively by a set-off from the Seller Note as described in Section 11.11 hereof, indemnify and hold harmless Buyer, Buyer and its representativesRepresentatives, shareholders, subsidiaries and related persons Affiliates (collectively, the "“Buyer Indemnified Persons"”), and will reimburse the Buyer Indemnified Persons for any loss, liabilityLiability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' ’ fees and expenses) or diminution of value), whether or not involving a thirdThird-party claimParty Claim (collectively, “Damages”), arising from or in connection withfrom: (a) any Breach breach of any representation or warranty made by the Seller in this Agreement or in any certificate, document, writing or instrument delivered by Seller pursuant to this AgreementIndemnified Reps as of the Closing Date; (b) any breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument delivered by Seller it pursuant to this AgreementAgreement to be complied with by Seller on or after the Closing Date; (c) any Liability arising out of the ownership or operation of the Assets prior to the Closing other than the Assumed Liabilities; (d) 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 or entity Person with Seller (or any person Person acting on its their behalf) in connection with any of the transactions contemplated hereinContemplated Transactions; (d) any Employee Plan other than a Gift Employee Plan established or maintained by Seller; and/or (e) any Retained Liabilities.

Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, and its representativesRepresentatives, shareholders, subsidiaries and related persons Related Persons (collectively, the "“Buyer Indemnified Persons"”), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' ’ fees and expenses) or diminution of value, whether or not involving a thirdThird-party claimParty Claim (collectively, “Damages”), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in (i) this Agreement (without giving effect to any supplement to the Disclosure Letter), (ii) the Disclosure Letter, (iii) the supplements to the Disclosure Letter, (iv) the certificates delivered pursuant to Section 2.6, (v) any transfer instrument or in (vi) any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (b) any breach Breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets prior to the Closing Effective Time other than the Assumed Liabilities; (d) 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 or entity Person with Seller (or any person acting on its behalf) in connection with any of the transactions contemplated herein;Contemplated Transactions; or (e) any Retained Liabilities

Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, and its representativesRepresentatives, shareholders, subsidiaries subsidiaries, and related persons affiliates (collectively, the "“Buyer Indemnified Persons"”), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' ’ fees and expenses) or diminution of value, whether or not involving a thirdThird-party claimParty Claim (collectively, “Damages”), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in (i) this Agreement or in Agreement, (ii) any transfer instrument or, (iii) any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (b) any breach Breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing writing, or instrument delivered by Seller pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets prior to the Closing Effective Time other than the Assumed Liabilities; (d) any brokerage or finder's finders’ fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any person or entity Person with Seller (or any person Person acting on its behalf) in connection with any of the transactions contemplated herein;Contemplated Transactions; or (e) any Retained Liabilities.

Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, and its representativesRepresentatives, shareholders, subsidiaries and related persons Related Persons (collectively, the "“Buyer Indemnified Persons"”), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, or expense (including costs of investigation and defense and reasonable attorneys' ’ fees and expenses) or diminution of value), whether or not (collectively, “Damages”), involving a thirdThird-party claim, Party Claim (and no other Damages) arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in (i) this Agreement (without giving effect to any supplement to the Disclosure Schedules), (ii) the Disclosure Schedules, (iii) the supplements to the Disclosure Schedules, (iv) the certificates delivered pursuant to Section 2.7, (v) any transfer instrument, or in (vi) any other certificate, document, writing or instrument delivered by Seller pursuant to as required by this Agreement; (b) any breach Breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument delivered by Seller pursuant to as required by this Agreement; (c) any Liability arising out of the ownership or operation of the Assets prior to the Closing Effective Time other than the Assumed Liabilities; (d) 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 or entity Person with Seller (or any person Person acting on its behalf) in connection with any of the transactions contemplated hereinContemplated Transactions; (e) any product or component thereof manufactured by, or any service provided by, Seller produced or performed in or from the Premises before the Closing Date;