Common use of Indemnification by Selling Stockholders Clause in Contracts

Indemnification by Selling Stockholders. (a) The Selling Stockholders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and which arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty of the Company or any of the Selling Stockholders set forth in this Agreement (without giving 45. 52 effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, and without giving effect to any update to the Disclosure Schedule delivered by the Company or any Selling Stockholder to the Purchaser prior to the Closing) or in the Company Compliance Certificate or any Selling Stockholder Compliance Certificate; (ii) any inaccuracy in or breach of any representation or warranty made by the Company or any of the Selling Stockholders in this Agreement (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, and without giving effect to any update to the Disclosure Schedule delivered by the Company or any Selling Stockholder to the Purchaser prior to the Closing) or in the Company Compliance Certificate or any Selling Stockholder Compliance Certificate, in each case as if such representation or warranty were made on and as of the Closing Date; (iii) any breach of any covenant or obligation of the Company, any of the Selling Stockholders or either of the Trusts or the Trustees acting on their behalf; (iv) any obligation or liability to which any of the Acquired Corporations or any of the Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to (A) any product manufactured or sold, or any service performed, by or on behalf of any of the Acquired Corporations on or at any time prior to the Closing Date, (B) the presence of any Hazardous Material at any site owned, leased, occupied or controlled by any of the Acquired Corporations on or at any time prior to the Closing Date, or (C) the generation, manufacture, production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, release or disposal of any Hazardous Material (whether lawfully or unlawfully) by or on behalf of any of the Acquired Corporations on or at any time prior to the Closing Date; (v) any matter identified or referred to in Part 2.12 or Part 2.19 of the Disclosure Schedule; or (vi) any Legal Proceeding relating directly or indirectly to any inaccuracy or breach, alleged inaccuracy or breach, obligation, liability or other matter of the type referred to in clause "(i)," "(ii)," "(iii)," "(iv)," or "

Indemnification by Selling Stockholders. (a) The From and after the Closing Date (but subject to Section 9.1(a)), the Selling Stockholders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which that are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and which that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: : (i) any inaccuracy in or breach of any representation or warranty of the Company or any of the Selling Stockholders set forth in this Agreement (without giving 45. 52 effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, and without giving effect to any update to the Disclosure Schedule delivered by the Company or any Selling Stockholder to the Purchaser prior to the Closing) or in the Company Compliance Certificate or any Selling Stockholder Compliance Certificate; (ii) any inaccuracy in or breach of any representation or warranty made by the Company or any of the Selling Stockholders in this Agreement Section 2 (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, and without giving effect to any update to the Disclosure Schedule delivered by the Company or any Selling Stockholder Companies to the Purchaser Parent prior to the Closing); (ii) any inaccuracy in or breach of any representation or warranty set forth in the Company Compliance Certificate or any Selling Stockholder Compliance Certificate, in each case Section 2 as if such representation or and warranty were had been made on and as of the Closing Date; Date (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but giving effect to any update to the Disclosure Schedule delivered by the Companies to Parent prior to the Closing to the extent that Parent would be entitled to terminate this Agreement as a result of such update); (iii) any breach of any covenant or obligation of any of the Company, Companies or any of the Selling Stockholders (including the covenants set forth in Sections 4 and 5); or either of the Trusts or the Trustees acting on their behalf; (iv) any obligation or liability to which any of the Acquired Corporations or any of the Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to (A) any product manufactured or sold, or any service performed, by or on behalf of any of the Acquired Corporations on or at any time prior to the Closing Date, (B) the presence of any Hazardous Material at any site owned, leased, occupied or controlled by any of the Acquired Corporations on or at any time prior to the Closing Date, or (C) the generation, manufacture, production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, release or disposal of any Hazardous Material (whether lawfully or unlawfully) by or on behalf of any of the Acquired Corporations on or at any time prior to the Closing Date; (v) any matter identified or referred to in Part 2.12 or Part 2.19 of the Disclosure Schedule; or (vi) any Legal Proceeding relating directly or indirectly to any inaccuracy or breach, alleged inaccuracy or breach, obligation, liability or other matter breach of the type referred to in clause "(i)," "(ii)," "(iii)," "(iv)," or "

Indemnification by Selling Stockholders. (a) The Selling Stockholders, jointly and severally, Foudy shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and which arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty of the Company or any of the Selling Stockholders set forth in this Agreement (without giving 45. 52 effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, and without giving effect to any update to the Disclosure Schedule delivered by the Company or any Selling Stockholder to the Purchaser prior to the Closing) or in the Company Compliance Certificate or any Selling Stockholder Compliance Certificate; (ii) any inaccuracy in or breach Breach of any representation or warranty made by the Company or any of the Selling Stockholders in this Agreement (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, and without giving effect to any update to the Disclosure Schedule delivered by the Company or any Selling Stockholder to the Purchaser prior to the Closing) or in the Company Compliance Certificate or any Selling Stockholder Compliance Certificate, in each case as if such representation or warranty were made on and as of the Closing Datedate of this Agreement; (ii) Intentionally Deleted. (iii) any breach Breach of any representation, warranty, statement, information or provision contained in the Disclosure Schedule, or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives by or on behalf of the Company or any of the Company's Representatives; (iv) any Breach of any covenant or obligation of the Company, Company or any of the Selling Stockholders or either of the Trusts or the Trustees acting on their behalfStockholders; (ivv) any obligation or liability Liability to which any of the Acquired Corporations Company or any of the other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to (A) any product manufactured or sold, or any service performed, by or on behalf of any of the Acquired Corporations Company on or at any time prior to the Closing Date, (B) the presence of any Hazardous Material at any site owned, leased, occupied or controlled by any of the Acquired Corporations on or Company at any time prior to the Closing Date, or (C) the generation, manufacture, production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, release or disposal of any Hazardous Material (whether lawfully or unlawfully) by or on behalf of any of the Acquired Corporations Company on or at any time prior to the Closing Date; (vvi) any matter identified or referred to in Part 2.12 Schedule 2.15 or Part 2.19 Schedule 2.25 of the Disclosure Schedule; or; (vivii) any Legal Proceeding relating directly or indirectly to any inaccuracy or breachBreach, alleged inaccuracy Breach, Liability or breach, obligation, liability or other matter of the type referred to in clause "(i)," "(ii)," "(iii)," "(iv)," "(v)" or " (vi) above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 9); and (viii) any Specific Indemnity Liability.

Indemnification by Selling Stockholders. (a) The Selling Stockholders, jointly and severally, Stockholders shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and which arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty of the Company or any of the Selling Stockholders set forth in this Agreement (without giving 45. 52 effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, and without giving effect to any update to the Disclosure Schedule delivered by the Company or any Selling Stockholder to the Purchaser prior to the Closing) or in the Company Compliance Certificate or any Selling Stockholder Compliance Certificate; (ii) any inaccuracy in or breach Breach of any representation or warranty made by the Company or any of the Selling Stockholders in this Agreement Agreement; (without giving effect to ii) any "Material Adverse Effect" or other materiality qualification or Breach of any similar qualification contained or incorporated directly or indirectly in such representation or representation, warranty, and without giving effect to any update to statement, information or provision contained in the Disclosure Schedule or in any other document delivered by the Company or any Selling Stockholder otherwise made available to the Purchaser prior to the Closing) or in the Company Compliance Certificate or any Selling Stockholder Compliance Certificate, in each case as if such representation or warranty were made on and as of the Closing Dateits Representatives; (iii) any breach Breach of any covenant or obligation of the Company, any of the Selling Stockholders or either of the Trusts or the Trustees acting on their behalfStockholders; (iv) any obligation or liability Liability to which any of the Acquired Corporations Intec or any of the other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to (A) any product manufactured or sold, or any service performed, by or on behalf of any of the Acquired Corporations Intec on or at any time prior to the Closing Date, but not including any products sold by Intec in the same condition in which such product was received from Purchaser, (B) the presence of any Hazardous Material at any site owned, leased, occupied or controlled by any of the Acquired Corporations Intec on or at any time prior to the Closing Date, or (C) the generation, manufacture, production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, release or disposal of any Hazardous Material (whether lawfully or unlawfully) by or on behalf of any of the Acquired Corporations Intec on or at any time prior to the Closing Date; (v) any matter identified or referred to in Part 2.12 2.15 (Compliance with Legal Requirements) or Part 2.19 2.24 (Proceedings; Orders) of the Disclosure Schedule; or (vi) any Legal Proceeding relating directly or indirectly to any inaccuracy or breachBreach, alleged inaccuracy Breach, Liability or breach, obligation, liability or other matter of the type referred to in clause "(i)," "(ii)," "(iii)," "(iv)," or "