Common use of Indemnification by Seller Parties Clause in Contracts

Indemnification by Seller Parties. Subject to the other terms and conditions of this Article 7, the Seller Parties shall, jointly and severally, indemnify and defend each of Buyer, Arcadia and their respective Affiliates and 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 incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of a Seller Party contained in this Agreement, the Transaction Documents or in any certificate or instrument delivered by or on behalf of any 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); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller Party pursuant to this Agreement, the Transaction Documents or any certificate or instrument delivered by or on behalf of any Seller Party pursuant to this Agreement; (c) any Liability or Third Party Claim arising from any occurrence, failure to perform, improper performance, warranty or other breach, default, action, omission, misconduct or violation of or by any Seller Party, or otherwise in connection with the use, ownership or operation by a Seller Party of the Business or the Purchased Assets, on or prior to the Closing Date; (d) any Excluded Asset or any Excluded Liability;

Indemnification by Seller Parties. Subject to the other terms and conditions of this Article 7ARTICLE VII, the each Seller Parties Party shall, jointly and severally, indemnify and defend each of Buyer, Arcadia Buyer and its Affiliates and their respective Affiliates and 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 incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of a any Seller Party contained in this Agreement, the Transaction Ancillary Documents or in any certificate or instrument delivered by or on behalf of any 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); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller Party pursuant to this Agreement, the Transaction Ancillary Documents or any certificate or instrument delivered by or on behalf of any a Seller Party pursuant to this Agreement; (c) any Liability Excluded Asset or any Excluded Liability; (d) any Third Party Claim based upon, resulting from or arising from any occurrenceout of the business, failure to performoperations, improper performanceproperties, warranty assets or other breach, default, action, omission, misconduct or violation obligations of or by any Seller Party, or otherwise in connection with the use, ownership or operation by a Seller Party or any of the Business or its Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date;; or (de) any Excluded Asset or any Excluded Liability;of the matters set forth on Section 7.02(e) of the Disclosure Schedule hereto.

Indemnification by Seller Parties. Subject to the other terms and conditions of this Article 7VII, from and after the Closing, each Seller Parties shall, jointly and severally, Party shall indemnify and defend each of Buyer, Arcadia Buyer and its Affiliates and their respective Affiliates and 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 incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of a Seller or of such Seller Party contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of any 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; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller or such Seller Party pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of any a Seller Party pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability or (including any Seller Indebtedness and Seller Transaction Expenses); or (d) any Indemnified Taxes; or (e) any Third Party Claim based upon, resulting from or arising from any occurrence, failure to perform, improper performance, warranty or other breach, default, action, omission, misconduct or violation of or by any Seller Party, or otherwise in connection with the use, ownership or operation by a Seller Party out of the Business business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date; (d) any Excluded Asset or any Excluded Liability;.

Indemnification by Seller Parties. Subject to the other terms and conditions of this Article 7ARTICLE VIII, the Seller Parties shallParent 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 Buyer, Arcadia Buyer and its Affiliates and their respective Affiliates and 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 incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of a any Seller Party contained in this Agreement, including any representation of the Transaction Sellers made pursuant to ARTICLE IV, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of any 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); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller Party pursuant to this Agreement, the Transaction Ancillary Documents or any certificate or instrument delivered by or on behalf of any Seller Party pursuant to this Agreement; (c) any Liability or Third Party Claim arising from any occurrence, failure to perform, improper performance, warranty or other breach, default, action, omission, misconduct or violation of or by any Seller Party, or otherwise in connection with the use, ownership or operation by a Seller Party of the Business or the Purchased Assets, on or prior to the Closing Date; (d) any Excluded Asset or any Excluded Liability;; or (d) any matter described on Schedule 8.02(d).