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 employees, directors, Representatives, stockholders and 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 Letter, (iii) Seller’s Closing Documents delivered pursuant to Section 2.6, (iv) any transfer instrument or (v) any other certificate, document, writing or instrument executed and delivered by Seller at or prior to 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 executed and delivered by Seller at or prior to Closing 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 amount representing fees and expenses or other costs attributable to Seller arising out of or in connection with the Contemplated Transactions; (e) any litigation pending or threatened on the Closing Date against Seller; or

Indemnification and Reimbursement by Seller. Seller will shall indemnify and hold harmless Buyer, its Representatives and shareholders, and its employees, directors, Representatives, stockholders and subsidiaries Related Persons (collectively, the “"Buyer Indemnified Persons”"), and will shall reimburse the Buyer Indemnified Persons 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 Claim party claim (collectively, “"Damages”"), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement (i) this Agreementwithout giving effect to any supplement to the Schedules to Article III), (ii) the Disclosure Letter, (iii) Seller’s Closing Documents certificates delivered pursuant to Section 2.62.7 (for this purpose, (iv) each such certificate will be deemed to have stated that Seller's representations and warranties in this Agreement fulfill the requirements of Section 7.1 as of the Closing Date as if made on the Closing Date without giving effect to any supplement to the Schedules to Article III, unless the certificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 7.1 not to be satisfied), any transfer instrument or (v) any other certificate, document, writing certificate or instrument executed and document delivered by Seller at or prior to 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 executed and delivered by Seller at or prior to Closing 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 Retained Liabilities;; or (d) any amount representing fees and expenses or other costs attributable to Seller arising out of or noncompliance with any Bulk Sales Law in connection with the Contemplated Transactions; (e) any litigation pending or threatened on the Closing Date against Seller; or.

Indemnification and Reimbursement by Seller. Seller will shall indemnify and hold harmless BuyerCytomedix, Inc. and Cytomedix GmbH, their respective Representatives and shareholders, and its employees, directors, Representatives, stockholders and subsidiaries their respective Related Persons (collectively, the “"Buyer Indemnified Persons”"), and will shall reimburse the Buyer Indemnified Persons 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 Claim party claim (collectively, “"Damages”"), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement (i) this Agreementwithout giving effect to any supplement to the Schedules to Article III), (ii) the Disclosure Letter, (iii) Seller’s Closing Documents certificates delivered pursuant to Section 2.62.7 (for this purpose, (iv) each such certificate will be deemed to have stated that Seller's representations and warranties in this Agreement fulfill the requirements of Section 7.1 as of the Closing Date as if made on the Closing Date without giving effect to any supplement to the Schedules to Article III, unless the certificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 7.1 not to be satisfied), any transfer instrument or (v) any other certificate, document, writing certificate or instrument executed and document delivered by Seller at or prior to 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 executed and delivered by Seller at or prior to Closing 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 Retained Liabilities;; or (d) any amount representing fees and expenses or other costs attributable to Seller arising out of or noncompliance with any Bulk Sales Law in connection with the Contemplated Transactions; (e) any litigation pending or threatened on the Closing Date against Seller; or.

Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, Buyer and its employees, directors, Representatives, stockholders shareholders, subsidiaries and subsidiaries 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 (collectively, “Damages”), arising from or in connection with: (a) any Breach of any representation or warranty made by Seller in (i) Article 3 of this Agreement, (ii) the Seller’s Initial Disclosure Letter, (iii) the Seller’s Closing Documents Supplemental Disclosure Letter, (iv) the certificates delivered by Seller pursuant to Section 2.62.7 (for this purpose, each such certificate will be deemed to have stated that Seller’s representations and warranties in this Agreement fulfill the requirements of Section 9.1 as of the Closing Date as if made on the Closing Date, unless the certificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 9.1 not to be satisfied), (ivv) any transfer instrument or (vvi) any other certificate, document, writing or instrument executed and delivered by Seller at or prior to Closing Sellers pursuant to this Agreement;; or (b) any Breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument executed and delivered by Seller at or prior to Closing 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 amount representing fees and expenses or other costs attributable to Seller arising out of or in connection with the Contemplated Transactions; (e) any litigation pending or threatened on the Closing Date against Seller; or.

Indemnification and Reimbursement by Seller. Subject to the limitations set forth herein, after the Closing Seller will indemnify and hold harmless Buyer, and its employees, directors, Representatives, stockholders and subsidiaries (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)Damages, whether or not involving a Third-Party Claim (collectively, “Damages”)Claim, arising from or in connection with: (a) : any Breach breach of any representation or warranty made by Seller in (i) this Agreement, (ii) the Disclosure LetterSchedules as amended, (iii) Seller’s Closing Documents the certificates delivered pursuant to Section 2.63.5.1 (for this purpose, each such certificate will be deemed to have stated that Seller’s representations and warranties in this Agreement fulfill the requirements of Section 8.1 as of the Closing Date as if made on the Closing Date), (iv) any transfer instrument or (v) any other certificate, document, writing or instrument executed and delivered by Seller at or prior to Closing pursuant to this Agreement; (b) ; any Breach Default of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument executed and delivered by Seller at or prior to Closing pursuant to this Agreement; (c) ; any Liability arising out of the ownership or operation of the Project Assets or the business of Seller prior to the Closing Date other than Closing; 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 Seller (or any Person acting on its behalf) in connection with any of the Assumed Liabilities; (d) transactions contemplated by this Agreement; any amount representing fees and expenses or other costs attributable to Seller Liabilities arising out of or in connection with relating to the Contemplated Transactions; (e) Excluded Assets or the Excluded Liabilities; or any litigation pending or threatened on the Closing Date against Seller; orProgram Losses.

Indemnification and Reimbursement by Seller. Subject to the limitations set forth herein, after the Closing (or in the event of termination by Buyer under Section 10.1(a) or 10.1(c)), Seller will indemnify and hold harmless Buyer, and its employees, directors, Representatives, stockholders and subsidiaries (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)Damages, whether or not involving a Third-Party Claim (collectively, “Damages”)Claim, arising from or in connection with: (a) any Breach breach of any representation or warranty made by Seller in (i) this Agreement, (ii) the Disclosure LetterSchedules as amended, (iii) Seller’s Closing Documents the certificates delivered pursuant to Section 2.63.5.1 (for this purpose, each such certificate will be deemed to have stated that Seller’s representations and warranties in this Agreement fulfill the requirements of Section 8.1 as of the Closing Date as if made on the Closing Date), (iv) any transfer instrument or (v) any other certificate, document, writing or instrument executed and delivered by Seller at or prior to Closing pursuant to this Agreement; (b) any Breach Default of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument executed and delivered by Seller at or prior to Closing pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Project Assets or the business of Seller prior to the Closing Date other than the Assumed LiabilitiesClosing; (d) any amount representing brokerage or finder’s fees and expenses or other costs attributable commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller arising out of (or any Person acting on its behalf) in connection with any of the Contemplated Transactionstransactions contemplated by this Agreement; (e) any litigation pending Liabilities arising out of or threatened on relating to the Closing Date against SellerExcluded Assets or the Excluded Liabilities; or (f) any Program Losses.