Common use of Indemnification by Seller Parties Clause in Contracts

Indemnification by Seller Parties. From and after the Closing, Seller Parties shall indemnify, hold harmless and defend Buyer and its Affiliates (which following the Closing shall include the Company and its Subsidiaries), officers, directors and agents (each, a “Buyer Indemnitee” and, collectively, the “Buyer Indemnitees”) against and in respect of any and all Losses incurred or suffered by any Buyer Indemnitee that result from or arise out of: (a) any breach of, or inaccuracy in, any representation or warranty made by Seller Parties under ARTICLE 3 or ARTICLE 4 of this Agreement; (b) any failure by the Company and/or the Seller Parties to fully perform, fulfill or comply with any covenant set forth herein to be performed, fulfilled or complied with by the Company and/or the Seller Parties prior to Closing or, in the case of the Seller Parties, following Closing; (c) any and all Liabilities of Seller Parties, of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, known or unknown; (d) any Action by the creditors of the Company that the transactions contemplated hereby, including the purchase of the Shares by Buyer, constitutes a fraudulent conveyance; and (e) any fraud, fraud in the inducement or intentional misrepresentation by any Seller Parties, the Company or its Subsidiaries.

Indemnification by Seller Parties. From Subject to the other terms and after the Closingconditions of this Article VIII, including Section 8.04(a), each Seller, severally and not jointly, and each such Seller Parties and Parent shall indemnifyjointly and severally, hold harmless indemnify and defend each of Buyer and its Affiliates (which following the Closing shall include the Company and its Subsidiaries)Affiliates, officers, directors directors, employees and agents their respective Representatives (each, a “Buyer Indemnitee” and, collectively, the “Buyer Indemnitees”) against against, and in respect shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or suffered sustained by, or imposed upon, Buyer Indemnitees based upon, arising out of, with respect to or by any Buyer Indemnitee that result from or arise out reason of: (a) any inaccuracy in or breach ofof any of the representations or warranties of any Seller Party contained in this Agreement or in any certificate or instrument delivered by or on behalf of one or more Seller Parties pursuant to this Agreement, or inaccuracy in, any as of the date such representation or warranty was made by Seller Parties under ARTICLE 3 or ARTICLE 4 as if such representation or warranty was made on and as of this Agreementthe Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any failure by the Company and/or the Seller Parties to fully performbreach or non-fulfillment of any covenant, fulfill agreement, or comply with any covenant set forth herein obligation to be performed, fulfilled or complied with performed by the Company and/or the any Seller Parties prior Party pursuant to Closing or, in the case of the Seller Parties, following Closingthis Agreement; (c) any and all Liabilities Liability arising from the ownership of Seller Parties, the Purchased Assets or the operation of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, known or unknownits business prior to Closing other than Assumed Liabilities; (d) any Action brokerage or finder’s fees or commissions or similar payments based upon arrangements made by the creditors or on behalf of the Company that the transactions contemplated herebyParent, including the purchase any Seller or any of the Shares by Buyer, constitutes a fraudulent conveyance; andtheir Affiliates; (e) any fraudRetained Liabilities; (f) any matter described in Sections 3.06, fraud 3.07, 3.12(f), 3.14(c), 3.18(a), 3.21(c), and 3.22(a) of the Disclosure Schedules; (g) any noncompliance with any bulk sales Laws or fraudulent transfer Laws in respect of the inducement transactions contemplated by this Agreement; (h) any liability under the WARN Act up to and including the Closing, and specifically including any WARN Act liability arising from, associated with, relating or intentional misrepresentation pertaining to, or caused by the transactions contemplated by this Agreement, including an insufficient number of Employees receiving offers of employment from Buyer; or (i) any Benefit Plan established or maintained by any Seller Parties, the Company or its SubsidiariesParty.

Indemnification by Seller Parties. From and Subject to each of the limitations set forth in this Section 8, after the Closing, each Seller Parties Party shall indemnify, jointly indemnify and hold harmless Buyer and, effective at the Closing, without duplication, the Company, and defend Buyer each of their ultimate parent entity, each of their Affiliates and its Affiliates (which following the Closing shall include the Company and its Subsidiaries), each of their respective officers, directors directors, employees, agents, representatives, successors and agents permitted assigns (each, a “Buyer Indemnitee” and, collectively, the “Buyer IndemniteesIndemnified Party”) against from and in respect of against, and shall compensate and reimburse each Buyer Indemnified Party for, any and all Losses incurred which a Buyer Indemnified Party suffers, sustains or suffered by any Buyer Indemnitee that becomes subject to as a result of, arising from or arise out ofin connection with: (ai) any a breach of, or inaccuracy in, of any representation or warranty made by the Company or any Seller Parties under ARTICLE Party contained in Section 3 or ARTICLE Section 4 of this Agreement or in any certificate delivered by or on behalf of the Company or a Seller Party in connection herewith; (ii) a breach of, or default in connection with, any covenant, obligation or agreement by the Company or any Seller Party contained in this Agreement; (biii) any failure by all Indebtedness (or the non-payment thereof) of the Company, and all Company and/or Transaction Expenses (or the Seller Parties non-payment thereof) to fully perform, fulfill or comply with any covenant set forth herein to be performed, fulfilled or complied with by the Company and/or the Seller Parties prior to Closing or, extent not otherwise included in the case calculation of the Seller PartiesClosing Indebtedness or Closing Company Transaction Expenses, following Closingas finally determined in accordance with Section 2.9 hereof; (civ) any and all Liabilities of Seller Parties, of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, known or unknownPre-Closing Taxes that are not Excluded Taxes; (dv) any Action by the creditors amounts owing to Buyer pursuant to Section 2.9(b)(v); (vi) any of the Company that the transactions contemplated hereby, including the purchase of the Shares by Buyer, constitutes a fraudulent conveyancematters set forth on Schedule 8.2(a); and (evii) any fraudFraud by a Seller Party or, fraud in prior to the inducement or intentional misrepresentation by any Seller PartiesClosing, the Company or its SubsidiariesCompany.

Indemnification by Seller Parties. From Subject to the terms of this ARTICLE 7, from and after the Closing, Sellers and Parent (the “Seller Parties shall indemnify, hold harmless and defend Buyer and its Affiliates (which following the Closing shall include the Company and its SubsidiariesParties”), jointly and severally, shall indemnify Buyers and their Affiliates and their respective officers, directors directors, shareholders, members, employees, successors and agents permitted assigns (each, a “Buyer Indemnitee” and, collectively, the “Buyer IndemniteesIndemnified Persons”) and hold them harmless from and against and in respect of any and all Losses incurred or suffered by any a Buyer Indemnitee that result from Indemnified Person resulting from, arising out of or arise out ofrelated to: (a) any breach of, or inaccuracy in, of any representation or warranty made by Seller Parties under ARTICLE 3 Sellers in this Agreement or ARTICLE 4 of this Agreementin any Transaction Document (other than a Fundamental Representation); (b) any failure breach or inaccuracy of any Fundamental Representation made by the Company and/or the Seller Parties to fully perform, fulfill or comply with any covenant set forth herein to be performed, fulfilled or complied with by the Company and/or the Seller Parties prior to Closing or, Sellers in the case of the Seller Parties, following Closingthis Agreement; (c) any and all Liabilities of Seller Parties, breach of any kind covenant or nature whatsoever, whether accrued, absolute, contingent agreement of any Seller contained in this Agreement or otherwise, known or unknownin any Transaction Document; (d) any Action Taxes imposed on or incurred by the creditors any Buyer as a result of the Company that nonpayment of any Taxes of any Seller or for which any Seller is liable or responsible pursuant to the transactions contemplated herebyterms of this Agreement, including the purchase of the Shares by Buyer, constitutes a fraudulent conveyanceany Transfer Taxes; and (e) the Excluded Assets and the Excluded Liabilities and any fraud, fraud in legal proceeding with respect to Excluded Assets and the inducement or intentional misrepresentation by any Seller Parties, the Company or its SubsidiariesExcluded Liabilities.

Indemnification by Seller Parties. From and after the Closing, (a) The Seller Parties agree with Buyers that the Seller Parties jointly and severally shall indemnifyreimburse, defend, indemnify and hold harmless Buyers, their respective Affiliates and defend the officers, directors, agents, employees and stockholders of either Buyer and its or of either Buyer’s respective Affiliates (which following the Closing shall include the Company and its Subsidiaries), officers, directors and agents (each, a “Buyer Indemnitee” and, collectively, the “Buyer IndemniteesIndemnified Parties”) from and against and in respect of any and all Losses incurred or suffered by any of the Buyer Indemnitee that result from Indemnified Parties, which exists, arises out of or arise out ofresults from: (ai) (A) any untruth, inaccuracy, breach or omission of, from or inaccuracy in, the representations and warranties made to either Buyer in the Purchase Agreement to which such Buyer is a party, in each case, in Section 5.1 (Organization), Section 5.2 (Authorization, Execution and Enforceability), Section 5.3 (Absence of Restrictions and Conflicts), Section 5.4 (No Interest in Other Entities), Section 5.5 (Ownership of Assets and Related Matters), Section 5.11 (Taxes), Section 5.16 (Intellectual Property) or Section 5.17 (Code Quality) of such Purchase Agreement, or in any representation agreement or warranty made by certificate provided in connection with such sections, (B) any nonfulfillment of any covenant or agreement of any of the Seller Parties under ARTICLE 3 either of the Purchase Agreements or ARTICLE 4 any of this Agreement; the Exhibits thereto, or (bC) any failure by the Company and/or the Seller Parties to fully perform, fulfill or comply with any covenant set forth herein to be performed, fulfilled or complied with by the Company and/or the Seller Parties prior to Closing or, in the case of the Seller Parties, following Closing; (c) any and all Liabilities of Seller Parties, of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, known or unknown; (d) any Action by the creditors of the Company that the transactions contemplated hereby, including the purchase of the Shares by Buyer, constitutes a fraudulent conveyance; and (e) any fraud, fraud in the inducement or intentional misrepresentation by any of the Seller Parties with respect to any representation, warranty, covenant, agreement contained in either of the Purchase Agreements, any certificates or agreement provided in connection with either of the Purchase Agreements or otherwise; (ii) any untruth, inaccuracy, breach or omission of, from or in, any representations and warranties made to either Buyer in the Purchase Agreement to which such Buyer is a party or in any agreement or certificate provided in connection with such Purchase Agreement, other than those representations and warranties referenced in Section 3(a)(i); (iii) any liability or obligation of any of the Seller Parties that is not an Assumed Liability; (iv) any claim by any third party that the transactions contemplated by either of the Purchase Agreements interfere with, or otherwise violate any right of such third party any claim by any third party; provided that such right is (or was) owed to the third party by the Seller Parties on or before the Effective Date of this Agreement. (v) any fees, expenses or other payments incurred or owed by any of the Seller Parties to any attorneys, accountants, brokers or comparable third parties retained or employed by it in connection with closing the transactions contemplated by either of the Purchase Agreements; (vi) any failure to comply with any applicable statutory provisions relating to bulk sales and transfers or tax clearances, if applicable; (vii) any claim made by any third party alleging facts which, if true, would entitle any of the Buyer Indemnified Parties to indemnification pursuant to this Section 3; or (viii) any and all actions, suits, claims, proceedings, investigations, audits, demands, assessments, fines, judgments, costs and other expenses (including, without limitation, reasonable audit and legal fees) incurred by any of the Buyer Indemnified Parties resulting from the circumstances described in Sections 3(a)(i) through (vii) above. (b) Notwithstanding anything to the contrary in this Agreement or either of the Purchase Agreements, the Seller Parties’ aggregate liabilities to Buyers arising out of or resulting from the matters set forth in Section 3(a)(ii) shall not exceed 80% of the sum of (i) the Healthcare Automation Purchase Price (as defined in the Healthcare Automation APA), plus (ii) the Company Advantage Reimbursement Purchase Price (as defined in the Advantage Reimbursement APA),. The Seller Parties’ liabilities to either Buyer arising out of or its Subsidiariesresulting from the matters set forth in Section 3(a)(i), (iii), (iv), (v), (vi), (vii) or (viii) shall be unlimited. In addition, none of the Seller Parties shall be obligated to indemnify either Buyer with respect to any Losses resulting from the matters set forth in Section 3(a)(ii) unless and until the aggregate amount of Losses for which claims may be made under Section 3(a)(ii) exceeds fifty thousand dollars ($50,000) (the “Seller Basket Amount”); provided, that thereafter the Seller Parties shall indemnify the Buyers for any amounts in excess of and including the Seller Basket Amount.

Indemnification by Seller Parties. From (a) Subject to Sections 7.2(b), (c), (d) and (e), the Seller Parties hereby agree that from and after the ClosingClosing they shall, Seller Parties shall jointly and severally, indemnify, defend and hold harmless each of the Buyer Parties and defend Buyer their Representatives and its Affiliates their respective heirs and permitted assigns, each in their capacity as such (which following the Closing shall include the Company and its Subsidiaries), officers, directors and agents (each, a “Buyer IndemniteeIndemnified Parties,” and, collectivelycollectively with the Seller Indemnified Parties, the “Buyer IndemniteesIndemnified Parties”) from, against and in respect of any damages, losses, charges, Liabilities, claims, costs and all Losses expenses (including reasonable attorneys’ fees) (collectively, “Losses”) imposed on, sustained, incurred or suffered by by, or asserted against, any of the Buyer Indemnitee that result from Indemnified Parties, in respect of third party claims or arise otherwise, relating to or arising out of: of (ai) any breach of, or inaccuracy in, of any representation or warranty made by the Seller Parties under ARTICLE 3 contained in this SPA for the period such representation or ARTICLE 4 warranty survives, and (ii) any breach of any covenant of the Seller Parties or any of their respective Affiliates contained in this Agreement;SPA. (b) any failure by the Company and/or the The Seller Parties shall not be liable to fully performthe Buyer Indemnified Parties for any Losses that would not have arisen but for any voluntary act, fulfill omission or comply with any covenant set forth herein to be performed, fulfilled or complied with transaction carried out after the date hereof by the Company and/or the Seller Parties prior to Closing or, in the case of the Seller Parties, following Closing; (c) any and all Liabilities of Seller Parties, of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, known or unknown; (d) any Action by the creditors of the Company that the transactions contemplated hereby, including the purchase of the Shares by Buyer, constitutes a fraudulent conveyance; and (e) any fraud, fraud in the inducement or intentional misrepresentation by any Seller Parties, the Company Buyer Party or its SubsidiariesAffiliates or their respective Representatives.

Indemnification by Seller Parties. From and after the Closing, the Seller Parties Parties, jointly and severally, shall indemnifyindemnify and hold Buyer, hold harmless and defend Buyer and its Affiliates (which following the Closing shall include the Company and its Subsidiaries)their respective directors, officers, directors employees, shareholders, members, partners, agents, Representatives, successors and agents assigns (each, collectively “Buyer Claimants” and individually a “Buyer Indemnitee” and, collectively, the “Buyer IndemniteesClaimant”) against harmless from, and defend each of them from and against, any and all demands, claims, Actions, Liabilities, losses, costs, damages or expenses whatsoever (including, without limitation, (i) costs of investigation and defense, (ii) attorneys’ fees and expenses whether or not related to a third party Claim, and (iii) costs and attorney’s fees and expenses in respect of any and all Losses Action to enforce this provision) (collectively, “Claims”) asserted against, imposed upon or incurred by Buyer Claimants resulting from, arising out of or suffered by any Buyer Indemnitee that result from or arise out ofbased upon: (a) any alleged inaccuracy or alleged breach of, or inaccuracy in, of any representation or warranty made by of the Seller Parties under ARTICLE 3 contained in this Agreement or ARTICLE 4 of this Agreementin any Operative Document (other than the Tax Representations, which shall be governed exclusively by Article IX) or any Claim by a third party which, if true, would constitute such inaccuracy or breach; (b) any failure by the Company and/or the Seller Parties to fully perform, fulfill or comply with breach of any covenant set forth herein to be performed, fulfilled or complied with by the Company and/or the of any Seller Parties prior to Closing or, Party contained in the case of the Seller Parties, following Closingthis Agreement; (c) any and all Liabilities Transaction Expenses of the Seller Parties, of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, known or unknown; (d) any Action by the creditors Indebtedness of the Company that the transactions contemplated hereby, including the purchase of the Shares by Buyer, constitutes a fraudulent conveyance; andCompanies; (e) any fraud, fraud in the inducement or intentional misrepresentation by any Tax Liabilities of the Seller Parties, the Company or its Subsidiaries.Parties set forth on Schedule 8.2(e) hereto;

Indemnification by Seller Parties. From and after Subject to the Closinglimitations set forth in this Article XI, the Seller Parties shall indemnify, defend and hold harmless the Buyers and defend Buyer and its Affiliates (which following the Closing shall include the Company and its Subsidiaries)their managers, members, officers, directors directors, agents, attorneys and agents employees, (each, a hereinafter “Buyer Indemnitee” and, collectively, the “Buyer IndemniteesIndemnified Parties”) from and against and in respect of any and all Losses actual losses, claims, liabilities, debts, damages, fines, penalties, costs (in each case including, without limitation, reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel)) that they incur (collectively, “Damages”) incurred or suffered by any Buyer Indemnitee that as a result from or arise out of: (a) any the breach of, or inaccuracy in, of any representation or warranty made by of the Seller Parties under ARTICLE 3 contained in this Agreement or ARTICLE 4 of in any certificate or other instrument furnished to the Buyers by the Seller Parties pursuant to this Agreement; (b) the material breach of, default under or nonfulfillment of any failure by the Company and/or covenant, obligation or agreement of the Seller Parties to fully performunder this Agreement or the agreements and instruments contemplated herein, fulfill or comply with any covenant set forth herein to be performed, fulfilled or complied with by the Company and/or the Seller Parties prior to Closing or, in the case of the which is not cured within thirty (30) days from a Seller Parties, following Closing’ receipt of notice thereof; (c) any and all Liabilities of Seller Parties, of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, known or unknownthe Excluded Assets; (d) any Action by the creditors of the Company that the transactions contemplated hereby, including the purchase of the Shares by Buyer, constitutes a fraudulent conveyance; andExcluded Liabilities; (e) any fraudthe breach of, fraud in default under or non-fulfillment of the inducement or intentional misrepresentation by any Seller Parties’ obligations; or (f) any and all actions, suits, or proceedings, incident to any of the Company or its Subsidiariesforegoing.

Indemnification by Seller Parties. From (a) In addition to the indemnification obligations of Sellers under Section 7.3(c) and after subject in all respects to the Closingterms and conditions of this Article X (including, Seller Parties without limitation, the Survival Period limitations contained in Section 10.1(a)), Sellers shall indemnify, defend and hold harmless and defend Buyer harmless, to the fullest extent permitted under applicable Law, each of Buyer, the Company, its Affiliates and its Affiliates (which following the Closing shall include the Company and its Subsidiaries)their respective successors and permitted assigns and all of their respective directors, managers, officers, directors employees, stockholders, members, partners, agents, attorneys and agents representatives (each, a “Buyer Indemnitee” and, collectively, the “Buyer IndemniteesIndemnified Parties”) from and against and in respect of any and all Losses losses, liabilities, claims, demands, judgments, damages (excluding incidental and consequential damages), fines, settlements, penalties, suits, actions, costs and expenses (including reasonable attorneys’ fees and expenses) (individually and collectively, “Losses”) asserted against, resulting to, imposed upon, or incurred by Buyer, directly or suffered indirectly, by any Buyer Indemnitee that result reason of or resulting from or arise out of: (a) the failure of any surviving representations and warranties of the Company or Sellers contained in Article III or any certificate delivered by Sellers or the Company at Closing to have been true and correct when made or as of the Closing Date (except for such representations and warranties that are made as of a specified date, in which case the failure of such representations and warranties to be true and correct as of such date); or (b) any breach of, of any covenant or inaccuracy in, agreement of Sellers or the Company contained in this Agreement (other than the breach of any representation or warranty made by Seller Parties under ARTICLE 3 or ARTICLE 4 of this Agreement;such obligations of the Company that occurs after the Closing Date). (b) any failure by the Company and/or the Seller Parties Sellers shall cooperate, and cause its Affiliates to fully performcooperate, fulfill or comply with any covenant set forth herein Buyer Indemnified Party in the defense of any claim for Losses pursuant to Section 10.2(a) and shall provide access to properties and individuals as reasonably requested and furnish or cause to be performedfurnished records, fulfilled information and testimony, and attend such conferences, discovery proceedings, hearings, trials or complied with by the Company and/or the Seller Parties prior to Closing orappeals, as may be reasonably requested in the case of the Seller Parties, following Closing; (c) any and all Liabilities of Seller Parties, of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, known or unknown; (d) any Action by the creditors of the Company that the transactions contemplated hereby, including the purchase of the Shares by Buyer, constitutes a fraudulent conveyance; and (e) any fraud, fraud in the inducement or intentional misrepresentation by any Seller Parties, the Company or its Subsidiariesconnection therewith.

Indemnification by Seller Parties. From The Seller Parties, jointly and after the Closingseverally, Seller Parties shall covenant and agree to indemnify, defend, protect and hold harmless harmless, and defend Buyer shall compensate and its Affiliates (which following the Closing shall include the Company and its Subsidiaries), officers, directors and agents (each, a “Buyer Indemnitee” and, collectivelyreimburse, the “Buyer Indemnitees”) Purchaser Indemnified Parties from, against and in respect of any and all Losses incurred Damages, whether or suffered by any Buyer Indemnitee that result not involving a third-party claim, in each case in connection with, resulting from or arise arising out of: : (a) any the inaccuracy or breach of, or inaccuracy in, of any representation or warranty made by any Seller Parties under ARTICLE 3 Party in this Agreement or ARTICLE 4 in any other agreement, certificate or other document delivered or provided in connection with or related to the consummation of the transactions contemplated by this Agreement; ; (b) any failure by the Company and/or the Seller Parties to fully perform, fulfill or comply with nonfulfillment of any covenant set forth herein or agreement on the part of any Seller Party in this Agreement or in any agreement, certificate or other document executed and delivered by any such Seller Party pursuant to be performed, fulfilled this Agreement or complied with by the Company and/or the Seller Parties prior to Closing or, in the case of the Seller Parties, following Closing; transactions contemplated hereby; (c) any and all Liabilities resulting from any litigation, suit, proceeding, action, claim, demand or investigation pending or threatened related to the ownership or use of the Purchased Assets by any Seller Parties, Party or the conduct of the Business by any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, known or unknown; Seller Party; (d) the existence of, or the failure of Seller to pay, perform or discharge when due, any Action Excluded Liability; (e) any Excluded Asset; (f) any and all Liabilities resulting from any claim made by a former employee of any Seller Party or any of their Affiliates whose employment was terminated prior to the Closing; (g) any Transfer Taxes required by Section 6.9(b) to be borne by the creditors Seller Parties; (h) all VAT imposed in respect of the Company that the transactions contemplated hereby, including the purchase of the Shares ISR Purchased Assets by Buyer, constitutes a fraudulent conveyanceISR Purchaser; and and (ei) any fraud, fraud in the inducement or intentional misrepresentation by any Seller Parties, costs of successfully enforcing the Company or its Subsidiariesindemnification rights of the Purchaser Indemnified Parties hereunder.

Indemnification by Seller Parties. From Subject to Section 9.4, the Seller Parties, jointly and after the Closingseverally, Seller Parties shall indemnify, defend, and hold harmless and defend Buyer and its Affiliates (which following the Closing shall include the Company and its Subsidiaries)their respective stockholders, directors, officers, directors employees, representatives, agents, successors, and agents assigns (each, a “Buyer Indemnitee” and, collectively, the “Buyer Indemnitees”) from and against and in respect of any and all Losses incurred or suffered by sustained by, or imposed on, any of the Buyer Indemnitee that result from or arise Indemnitees arising out of, resulting from, or relating to: (a) any inaccuracy in or breach of, of any of the representations or inaccuracy in, warranties of Seller or Owner contained in this Agreement or any representation or warranty made by Seller Parties under ARTICLE 3 or ARTICLE 4 of this Agreementother Transaction Document; (b) any failure by the Company and/or the Seller Parties to fully performbreach or non-fulfillment of any covenant, fulfill agreement, or comply with any covenant set forth herein other obligation to be performed, fulfilled performed by Seller or complied with by the Company and/or the Seller Parties prior Owner pursuant to Closing or, in the case of the Seller Parties, following Closingthis Agreement or any other Transaction Documents; (c) any and all Liabilities of Seller Parties, of any kind Excluded Asset or nature whatsoever, whether accrued, absolute, contingent or otherwise, known or unknownExcluded Liability; (d) any Action by the creditors Seller’s ownership of the Company that the transactions contemplated hereby, including the purchase Purchased Assets and/or operation of the Shares by Buyer, constitutes a fraudulent conveyance; andBusiness prior to the Closing (other than the Assumed Liabilities); (e) the conduct of Seller’s business (other than the Business acquired by Xxxxx) after the Closing Date; (f) any fraud, fraud non-compliance with the terms of a CARES Act Loan or other government relief programs (including any future determination that Seller was ineligible to participate in such programs) or the inducement inability to secure forgiveness with respect to a CARES Act Loan due to improper use of proceeds pre-closing or intentional misrepresentation by otherwise; (g) any Seller Parties, the Company or its Subsidiariesunsatisfied Negative Adjustment Amount; (h) any matters set forth on Schedule 9.1; or (i) enforcement of this Section 9.1.