Common use of Indemnification by Each Seller Clause in Contracts

Indemnification by Each Seller. From and after the Closing, and subject to the terms of this Agreement, each Seller, severally, and neither jointly nor jointly and severally, shall for itself only and not with respect to any other Seller, and only with respect to the Shares to be sold by such Seller hereunder, indemnify and hold harmless the Purchaser and its affiliates (collectively, the “Purchaser Indemnified Parties”) against, and reimburse any Purchaser Indemnified Party for, all losses, liabilities, demands, damages, obligations, settlement amounts, out-of-pocket costs and expenses (including, without limitation, the reasonable fees of outside counsel) that are actually imposed on or otherwise actually incurred or suffered by the specified person (collectively, “Losses”) that such Purchaser Indemnified Party may suffer or incur, or become subject to, as a result of (a) the failure of any representations or warranties made by such Seller in this Agreement to be true and correct as of the Closing and (b) any breach or failure by such Seller to perform any of its covenants or agreements contained in this Agreement.

Indemnification by Each Seller. From Subject to the other provisions of this Article VII, from and after the Closing, and subject to the terms of this AgreementClosing Date, each Seller, Seller will severally, and neither but not jointly nor jointly and severally, shall for itself only and not with respect to any other Seller, and only with respect to the Shares to be sold by such Seller hereunder, indemnify and hold harmless the Purchaser Buyer, its Affiliates and its affiliates respective employees, representatives, officers, directors and agents (collectively, the “Purchaser Indemnified Buyer Parties”) againstharmless from and against any and all direct or indirect debts, obligations or liabilities of any nature, whether absolute, accrued, contingent, liquidated or otherwise, and reimburse any Purchaser Indemnified Party forwhether due or to become due, all lossesasserted or unasserted, liabilitiesobligations, demandsclaims, contingencies, damages, obligations, settlement amounts, out-of-pocket costs and expenses, including all court costs, litigation expenses (includingand reasonable attorneys’ fees, without limitationbut excluding incidental, the reasonable fees of outside counsel) that are actually imposed on or otherwise actually incurred or suffered by the specified person indirect, consequential and punitive damages (collectively, “Losses”) that such Purchaser Indemnified ), suffered by any Buyer Party may suffer or incur, or become subject to, as a result of arising out of: (a) the failure breach of any representations representation or warranties warranty made by such Seller in this Agreement to be true and correct as of the Closing and Agreement; (b) any breach or the failure by of such Seller or of such Seller’s Seller Parent to perform any covenant, agreement or obligation of its covenants or agreements such Seller contained in this Agreement; (c) the breach of any representation or warranty made by the Company in this Agreement; and (d) the failure of the Company to perform any covenant, agreement or obligation of the Company contained in this Agreement to be performed or complied with prior to the Closing.

Indemnification by Each Seller. From and after the Closing, and subject to the terms of this Agreement, each Seller, severally, and neither jointly nor jointly and severally, shall for itself only and not with respect to any other Seller, and only with respect to the Shares to be sold by such Seller hereunder, indemnify and hold harmless the Purchaser and its affiliates (collectively, the “Purchaser Indemnified Parties”) against, and reimburse any Purchaser Indemnified Party for, all losses, liabilities, demands, damages, obligations, settlement amounts, out-of-pocket costs and expenses (includingexpenses, without limitation, including the reasonable fees of outside counsel) , that are actually imposed on or otherwise actually incurred or suffered by the specified person person. (collectively, “Losses”) that such Purchaser Indemnified Party may suffer or incur, or become subject to, as a result of (a) the failure of any representations or warranties made by such Seller in this Agreement to be true and correct as of the Closing and (b) any breach or failure by such Seller to perform any of its covenants or agreements contained in this Agreement.