Common use of Indemnification by Seller Parties Clause in Contracts

Indemnification by Seller Parties. Subject to the other terms and conditions of this Article VIII, Seller Parties shall indemnify and defend each of Troika, Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, any and all losses, damages, liabilities, deficiencies, Actions, Judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees (collectively, “Losses”), incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to: (i) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, any other Ancillary Document , or any schedule, certificate, or exhibit related thereto, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the 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); (ii) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement, any other Ancillary Document, or any schedule, certificate, or exhibit related thereto; (iii) any Third Party Claim based upon, resulting from, or arising out of the business, operations, properties, assets, or obligations of Seller Parties or any of their Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing, or arising on or prior to the Closing Date. For purposes of this Agreement, “Third Party Claim” means notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing.

Indemnification by Seller Parties. Subject to the other terms and conditions of this Article VIIIARTICLE VII, each Seller Parties shall Party shall, jointly and severally, indemnify and defend each of Troika, Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all losses, damages, liabilities, deficiencies, Actions, Judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees (collectively, “Losses”), Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect toto or by reason of: (ia) any inaccuracy in or breach of any of the representations or warranties of any Seller Party contained in this Agreement, the Ancillary Documents or in any other Ancillary Document , certificate or any schedule, certificate, instrument delivered by or exhibit related thereto, as on behalf of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate a Seller Party pursuant to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)this Agreement; (iib) any breach or non-fulfillment of any covenant, agreement, agreement or obligation to be performed by any Seller Party pursuant to this Agreement, any other the Ancillary Document, Documents or any schedule, certificate, certificate or exhibit related theretoinstrument delivered by or on behalf of a Seller Party pursuant to this Agreement; (iiic) any Excluded Asset or any Excluded Liability; (d) any Third Party Claim based upon, resulting from, from or arising out of the business, operations, properties, assets, assets or obligations of a Seller Parties Party or any of their its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing, existing or arising on or prior to the Closing Date. For purposes of this Agreement, “Third Party Claim” means notice ; or (e) any of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative matters set forth on Section 7.02(e) of the foregoingDisclosure Schedule hereto.

Indemnification by Seller Parties. Subject to the other terms and conditions of this Article VIIIVII, from and after the Closing, each Seller Parties Party shall indemnify and defend each of Troika, Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all losses, damages, liabilities, deficiencies, Actions, Judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees (collectively, “Losses”), Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect toto or by reason of: (ia) any inaccuracy in or breach of any of the representations or warranties of Seller or of such Seller Party contained in this Agreement, the other Transaction Documents or in any other Ancillary Document , certificate or any schedule, certificate, instrument delivered by or exhibit related theretoon behalf of a Seller Party pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the 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)Date; (iib) any breach or non-fulfillment of any covenant, agreement, agreement or obligation to be performed by Seller or such Seller Party pursuant to this Agreement, any the other Ancillary Document, Transaction Documents or any schedule, certificate, certificate or exhibit related theretoinstrument delivered by or on behalf of a Seller Party pursuant to this Agreement; (iiic) any Excluded Asset or any Excluded Liability (including any Seller Indebtedness and Seller Transaction Expenses); or (d) any Indemnified Taxes; or (e) any Third Party Claim based upon, resulting from, from or arising out of the business, operations, properties, assets, assets or obligations of Seller Parties or any of their its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing, existing or arising on or prior to the Closing Date. For purposes of this Agreement, “Third Party Claim” means notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing.

Indemnification by Seller Parties. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller Parties Parent and each Seller, jointly and severally, and each Member, severally and not jointly, in accordance with such Member’s percentage interest set forth in Section 1 of the Disclosure Schedules, shall indemnify and defend each of Troika, Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all losses, damages, liabilities, deficiencies, Actions, Judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees (collectively, “Losses”), Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect toto or by reason of: (ia) any inaccuracy in or breach of any of the representations or warranties of any Seller Party contained in this Agreement, including any other Ancillary Document , or any schedule, certificate, or exhibit related thereto, as representation of the date such representation Sellers made pursuant to ARTICLE IV, the Ancillary Documents or warranty was made in any certificate or instrument delivered by or on behalf of any Seller Party pursuant to this Agreement, as if such representation or warranty was made on and as of the 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); (iib) any breach or non-fulfillment of any covenant, agreement, agreement or obligation to be performed by any Seller Party pursuant to this Agreement, any other the Ancillary Document, Documents or any schedule, certificate, certificate or exhibit related theretoinstrument delivered by or on behalf of any Seller Party pursuant to this Agreement; (iiic) any Third Party Claim based upon, resulting from, or arising out of the business, operations, properties, assets, or obligations of Seller Parties Excluded Asset or any of their Affiliates Excluded Liability; or (other than the Purchased Assets or Assumed Liabilitiesd) conducted, existing, or arising any matter described on or prior to the Closing Date. For purposes of this Agreement, “Third Party Claim” means notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoingSchedule 8.02(d).