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 Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses), whether or not involving a Third-Party Claim (collectively, “Damages”), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in (i) this Agreement, (ii) the Disclosure Schedule, (iii) any transfer instrument, or (iv) any transfer instrument delivered pursuant to Section 2.5; (b) any Breach of any covenant, agreement, or obligation of Seller in this Agreement or in any transfer instrument delivered pursuant to Section 2.5; (c) any Third-Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates conducted, existing or arising on or prior to the Closing Date; (d) any Broker Fee incurred by Seller, its Related Persons or their respective Representatives in connection with any of the Contemplated Transactions; (e) any Assumed Liabilities; or (f) (i) any Taxes of SWH (or Seller or other Affiliate of SWH) or otherwise relating to the Business or the Assets (including, for the avoidance of doubt, assets of the Acquired Subsidiaries) with respect to any Tax period (or portion thereof) ending on or before the Closing Date, except to the extent that such Taxes are included as a liability in the computation of Closing Working Capital; or (ii) other Taxes of SWH (or Seller or other Affiliate of SWH) due and payable at or prior to the Effective Time that becomes a Liability of Buyer by operation of contract or Legal Requirement, except to the extent that such Taxes are included as a liability in the computation of Closing Working Capital.

Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, and its employees, directors, Representatives, shareholders, Subsidiaries stockholders and Related Persons subsidiaries (collectively, the “Buyer Indemnified Persons”), and will reimburse Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses), whether or not involving a Third-Party Claim (collectively, “Damages”), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in (i) this Agreement, (ii) the Disclosure ScheduleLetter, (iii) any transfer instrumentSeller’s Closing Documents delivered pursuant to Section 2.6, or (iv) any transfer instrument or (v) any other certificate, document, writing or instrument delivered by Seller pursuant to Section 2.5this Agreement; (b) any Breach of any covenant, agreement, covenant or obligation of Seller in this Agreement or in any transfer other certificate, document, writing or instrument delivered by Seller pursuant to Section 2.5this Agreement; (c) any Third-Party Claim based upon, resulting from or Liability arising out of the business, operations, properties, assets ownership or obligations operation of Seller or any of its Affiliates conducted, existing or arising on or the Assets prior to the Closing DateDate other than the Assumed Liabilities; (d) any Broker Fee incurred by Seller, its Related Persons amount representing fees and expenses or their respective Representatives other costs attributable to Seller arising out of or in connection with any of the Contemplated Transactions; (e) any Assumed Liabilities; orlitigation pending or threatened on the Closing Date against Seller; (f) any Retained Liabilities; or Notwithstanding anything to the contrary set forth in this Agreement, the indemnification provided in this Article VI shall, absent fraud or willful misconduct, be the exclusive remedy available to the Buyer Indemnified Persons arising from or relating to any of the Contemplated Transactions, including (iwithout limitation) in respect of any Taxes breach of SWH (or noncompliance with any provision of this Agreement by Seller or other Affiliate its Representatives, and the sole source for Damages which may be assessed against Seller pursuant to such indemnification shall be for Buyer to reclaim and cancel shares comprising the Indemnification Escrow in accordance with this Article VI or reduce any unpaid Tax Liability Coverage Amount by the amount of SWH) or otherwise relating to the Business or the Assets (including, for the avoidance of doubt, assets of the Acquired Subsidiaries) with respect to any Tax period (or portion thereof) ending on or before the Closing Date, except to the extent that such Taxes are included as a liability in the computation of Closing Working Capital; or (ii) other Taxes of SWH (or Seller or other Affiliate of SWH) due and payable at or prior to the Effective Time that becomes a Liability of Buyer by operation of contract or Legal Requirement, except to the extent that such Taxes are included as a liability in the computation of Closing Working CapitalDamages.

Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, and its employees, directors, Representatives, shareholders, Subsidiaries stockholders and Related Persons subsidiaries (collectively, the “Buyer Indemnified Persons”), and will reimburse Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses), whether or not involving a Third-Party Claim (collectively, “Damages”), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in (i) this Agreement, (ii) the Disclosure ScheduleLetter, (iii) any transfer instrumentSeller’s Closing Documents delivered pursuant to Section 2.6, or (iv) any transfer instrument or (v) any other certificate, document, writing or instrument delivered by Seller pursuant to Section 2.5this Agreement; (b) any Breach of any covenant, agreement, covenant or obligation of Seller in this Agreement or in any transfer other certificate, document, writing or instrument delivered by Seller pursuant to Section 2.5this Agreement; (c) any Third-Party Claim based upon, resulting from or Liability arising out of the business, operations, properties, assets ownership or obligations operation of Seller or any of its Affiliates conducted, existing or arising on or the Assets prior to the Closing DateDate other than the Assumed Liabilities; (d) any Broker Fee incurred by Seller, its Related Persons amount representing fees and expenses or their respective Representatives other costs attributable to Seller arising out of or in connection with any of the Contemplated Transactions; (e) any Assumed Liabilitieslitigation pending or threatened on the Closing Date against Seller; or (f) any Retained Liabilities. Notwithstanding anything to the contrary set forth in this Agreement, Buyer Indemnified Persons’ sole recourse for the indemnification provided in this Article VI shall, absent fraud or willful misconduct, be to reclaim shares out of the Indemnification Escrow as provided herein and pursuant to the Escrow Agreement and such cancellation of shares shall be the exclusive remedy available to the Buyer Indemnified Persons arising from or relating to any of the Contemplated Transactions, including (iwithout limitation) in respect of any Taxes breach of SWH (or noncompliance with any provision of this Agreement by Seller or other Affiliate of SWH) or otherwise relating to the Business or the Assets (including, for the avoidance of doubt, assets of the Acquired Subsidiaries) with respect to any Tax period (or portion thereof) ending on or before the Closing Date, except to the extent that such Taxes are included as a liability in the computation of Closing Working Capital; or (ii) other Taxes of SWH (or Seller or other Affiliate of SWH) due and payable at or prior to the Effective Time that becomes a Liability of Buyer by operation of contract or Legal Requirement, except to the extent that such Taxes are included as a liability in the computation of Closing Working Capitalits Representatives.

Indemnification and Reimbursement by Seller. Seller will and Company shall, jointly and severally, indemnify and hold harmless Buyer, and its Representatives, shareholders, Subsidiaries directors, officers, employees, agents, subsidiaries, and Related Persons affiliates (collectively, the “"Buyer Indemnified Persons”"), and will shall 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 Third-Third Party Claim (collectively, “"Damages”"), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller or Company in (i) this Agreement and any other certificate, document, writing or instrument delivered by Seller or Company pursuant to this Agreement, (ii) the Disclosure Schedule, (iii) any transfer instrument, or (iv) any transfer instrument delivered pursuant to Section 2.5; (b) any Breach of any covenant, agreement, covenant or obligation of Seller or Company in this Agreement or in any transfer other certificate, document, writing or instrument delivered by Seller or Company pursuant to Section 2.5this Agreement; (c) any Third-Party Claim based upon, resulting from or Liability arising out of the business, operations, properties, assets operation of Company or obligations Subsidiary or the business or Assets of Seller Company or any of its Affiliates conducted, existing or arising on or Subsidiary prior to the Closing Date; (d) any Broker Fee incurred by Sellerproduct or any services sold, its Related Persons included in Inventory, or their respective Representatives otherwise provided by, Company or Subsidiary, in connection with any whole or in part, prior to the Closing Date, including claims for Breach of the Contemplated Transactionswarranty or product Liability; (e) any Assumed Liabilities; orLiability under any Company Contract or Subsidiary Contract entered into prior to the Closing Date; (f) any Liability for Taxes, including (i) any Taxes arising as a result of SWH (the Company's or Seller or other Affiliate Subsidiary’s operation of SWH) or otherwise relating to the its Business or the ownership of its Assets (including, for the avoidance of doubt, assets of the Acquired Subsidiaries) with respect prior to any Tax period (or portion thereof) ending on or before the Closing Date, except to the extent that such Taxes are included as a liability in the computation of Closing Working Capital; or and (ii) any Taxes that will arise as a result of the sale of the Purchase Shares pursuant to this Agreement; (g) any Liability relating to payroll, vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other Taxes employee plans or benefits of SWH any kind for Company's or Subsidiary’s employees or former employees or both; (h) any Liability relating to the payment of all wages and other remuneration due to any Company or Seller Subsidiary employees with respect to their services as employees of Company or other Affiliate Subsidiary through the close of SWH) due business on the Closing Date, including pro rata bonus payments and payable at or all vacation pay earned prior to the Effective Time Closing Date and the payment of any termination or severance payments. (i) any Liability arising out of any Proceeding commenced after the Closing Date and arising out of or relating to any occurrence or event happening prior to the Closing Date, and any Liability under any Company or Subsidiary Contract that becomes a arises after the Closing but that arises out of or relates to any Breach that occurred prior to the Closing, and any such other Liability; (j) any Liability arising out of or resulting from Company's or Subsidiary’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body; (k) any Liability of Buyer by operation Company under this Agreement or any other document executed in connection with the Contemplated Transactions; and (l) any Liability of contract Company or Legal Requirement, except to Subsidiary based upon Seller’s acts or omissions occurring after the extent that such Taxes are included as a liability in the computation of Closing Working CapitalDate.

Indemnification and Reimbursement by Seller. Seller will and Company shall, jointly and severally, indemnify and hold harmless Buyer, and its Representatives, shareholders, Subsidiaries directors, officers, employees, agents, subsidiaries, and Related Persons affiliates (collectively, the “"Buyer Indemnified Persons”"), and will shall 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 Third-Third Party Claim (collectively, “"Damages”"), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller or Company in (i) this Agreement and any other certificate, document, writing or instrument delivered by Seller or Company pursuant to this Agreement, (ii) the Disclosure Schedule, (iii) any transfer instrument, or (iv) any transfer instrument delivered pursuant to Section 2.5; (b) any Breach of any covenant, agreement, covenant or obligation of Seller or Company in this Agreement or in any transfer other certificate, document, writing or instrument delivered by Seller or Company pursuant to Section 2.5this Agreement; (c) any Third-Party Claim based upon, resulting from or Liability arising out of the business, operations, properties, assets operation of Company or obligations of Seller its business or any of its Affiliates conducted, existing or arising on or Assets prior to the Closing Date; (d) any Broker Fee incurred by Sellerproduct or any services sold, its Related Persons included in Inventory, or their respective Representatives otherwise provided by, Company, in connection with any whole or in part, prior to the Closing Date, including claims for Breach of the Contemplated Transactionswarranty or product Liability; (e) any Assumed Liabilities; orLiability under any Company Contract entered into prior to the Closing Date, including any Liability arising out of or relating to Seller's credit facilities or any security interest related thereto; (f) any Liability for Taxes, including (i) any Taxes arising as a result of SWH (or Seller or other Affiliate the Company's operation of SWH) or otherwise relating to the its Business or the ownership of its Assets (including, for the avoidance of doubt, assets of the Acquired Subsidiaries) with respect prior to any Tax period (or portion thereof) ending on or before the Closing Date, except to the extent that such Taxes are included as a liability in the computation of Closing Working Capital; or and (ii) any Taxes that will arise as a result of the sale of the Purchase Shares pursuant to this Agreement; (g) any Liability relating to payroll, vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other Taxes employee plans or benefits of SWH any kind for Company's employees or former employees or both; (or Seller or h) any Liability relating to the payment of all wages and other Affiliate remuneration due to any Company employees with respect to their services as employees of SWH) due Company through the close of business on the Closing Date, including pro rata bonus payments and payable at or all vacation pay earned prior to the Effective Time Closing Date and the payment of any termination or severance payments. (i) any Liability arising out of any Proceeding commenced after the Closing Date and arising out of or relating to any occurrence or event happening prior to the Closing Date, and any Liability under any Company Contract that becomes a arises after the Closing but that arises out of or relates to any Breach that occurred prior to the Closing, and any such other Liability; (j) any Liability arising out of or resulting from Company's compliance or noncompliance with any Legal Requirement or Order of any Governmental Body; (k) any Liability of Buyer by operation Company under this Agreement or any other document executed in connection with the Contemplated Transactions; and (l) any Liability of contract Company based upon Seller’s acts or Legal Requirement, except to omissions occurring after the extent that such Taxes are included as a liability in the computation of Closing Working CapitalDate.

Indemnification and Reimbursement by Seller. Seller will and Company shall, jointly and severally, indemnify and hold harmless Buyer, and its Representatives, shareholders, Subsidiaries directors, officers, employees, agents, subsidiaries, and Related Persons affiliates (collectively, the “"Buyer Indemnified Persons”"), and will shall 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 Third-Third Party Claim (collectively, “"Damages”"), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller or Company in (i) this Agreement and any other certificate, document, writing or instrument delivered by Seller or Company pursuant to this Agreement, (ii) the Disclosure Schedule, (iii) any transfer instrument, or (iv) any transfer instrument delivered pursuant to Section 2.5; (b) any Breach of any covenant, agreement, covenant or obligation of Seller or Company in this Agreement or in any transfer other certificate, document, writing or instrument delivered by Seller or Company pursuant to Section 2.5this Agreement; (c) any Third-Party Claim based upon, resulting from or Liability arising out of the business, operations, properties, assets operation of Company or obligations the business or Assets of Seller or any of its Affiliates conducted, existing or arising on or Company prior to the Closing Date; (d) any Broker Fee incurred by Sellerproduct or any services sold, its Related Persons included in Inventory, or their respective Representatives otherwise provided by, Company , in connection with any whole or in part, prior to the Closing Date, including claims for Breach of the Contemplated Transactionswarranty or product Liability; (e) any Assumed Liabilities; orLiability under any Company Contract entered into prior to the Closing Date; (f) any Liability for Taxes, including (i) any Taxes arising as a result of SWH (or Seller or other Affiliate the Company's ’s operation of SWH) or otherwise relating to the its Business or the ownership of its Assets (including, for the avoidance of doubt, assets of the Acquired Subsidiaries) with respect prior to any Tax period (or portion thereof) ending on or before the Closing Date, except to the extent that such Taxes are included as a liability in the computation of Closing Working Capital; or and (ii) any Taxes that will arise as a result of the sale of the Purchase Shares pursuant to this Agreement; (g) any Liability relating to payroll, vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other Taxes employee plans or benefits of SWH any kind for Company's ’s employees or former employees or both; (or Seller or h) any Liability relating to the payment of all wages and other Affiliate remuneration due to any Company employees with respect to their services as employees of SWH) due Company through the close of business on the Closing Date, including pro rata bonus payments and payable at or all vacation pay earned prior to the Effective Time Closing Date and the payment of any termination or severance payments. (i) any Liability arising out of any Proceeding commenced after the Closing Date and arising out of or relating to any occurrence or event happening prior to the Closing Date, and any Liability under any Company Contract that becomes a arises after the Closing but that arises out of or relates to any Breach that occurred prior to the Closing, and any such other Liability; (j) any Liability arising out of or resulting from Company's ’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body; (k) any Liability of Buyer by operation Company under this Agreement or any other document executed in connection with the Contemplated Transactions; and (l) any Liability of contract Company based upon Seller’s acts or Legal Requirement, except to omissions occurring after the extent that such Taxes are included as a liability in the computation of Closing Working CapitalDate.