Common use of Indemnification by the Seller and the Shareholders Clause in Contracts

Indemnification by the Seller and the Shareholders. The Seller and the Shareholders agree, jointly and severally, to indemnify, defend and hold the Purchaser and the Parent harmless, their respective subsidiaries and affiliates and each of their respective shareholders, officers, directors and employees (the “Purchaser Indemnified Parties”) against all losses, liabilities, obligations, demands, judgments, settlements, damages (but excluding any claims for consequential damages, lost profits or punitive damages suffered directly by the Purchaser or the Parent as opposed to consequential damages, lost profits or punitive damages paid by the Purchaser to a third party), Taxes, or expenses (including, but not limited to, interest, penalties, fees, and reasonable professional fees and expenses) and against all claims in respect thereof (including, without limitation, amounts paid in settlement and costs of investigation) or diminution in value, whether or not involving a third-party claim (herein referred to collectively as “Purchaser’s Losses” or individually as a “Purchaser’s Loss”) to which the Purchaser or the Parent may become subject to or which it may suffer or incur, directly or indirectly, as a result from or in connection with: (a) any untrue representation of or breach of warranty, by the Seller in any part of this Agreement; (b) the breach of or nonfulfillment of any covenant, agreement or undertaking of the Seller in this Agreement; (c) any debt, liability or obligation, direct or indirect, fixed, contingent or otherwise not included in the Assumed Liabilities, that relates to the Seller and is based upon or arises from any act or omission, transaction, circumstance, state of facts or other condition occurring or existing on or before the Closing Date, whether or not then known, due or payable; (d) any obligation for Taxes of the Seller for any period (or portion thereof) prior to the Closing Date; (e) any Retained Liabilities; (f) the failure of the Seller to comply with the requirements of the Uniform Commercial Code concerning bulk transfers, as in effect in the various states in which the Seller has assets, including, without limitation, the requirement of notice to creditors; (g) the failure of the Seller to obtain any clearance certificate or similar document required by any taxing Authority in order to relieve the Purchaser or the Parent of any obligation to withhold any portion of the Purchase Price or in order to avoid any successor liability for Taxes; (h) any liability, expense, cost, tax or obligation of any nature with respect to such current or former employee of the Business or other individual arising in connection with group health plan coverage required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA; and (i) the failure of the Seller to disclose to the Purchaser a complete and accurate list of any and all severance compensation required to be paid in connection with the transactions contemplated by this Agreement to any employee of the Seller who is not a Transferred Employee. The Seller and the Shareholders acknowledge that if a representation or warranty that is qualified by materiality (including a Material Adverse Effect) is breached after giving effect to such materiality qualification then the Purchaser Losses resulting from such breach will include all Purchaser Losses resulting from a breach of such representation or warranty and not solely the portion of such Purchaser Losses in excess of such materiality qualifier.

Indemnification by the Seller and the Shareholders. The Seller and the Shareholders agree, hereby covenant and agree to jointly and severally, to indemnify, defend severally indemnify and hold harmless the Purchaser and its respective successors and assigns, at all times from and after the Parent harmlessdate of Closing, their respective subsidiaries against and affiliates in respect of the following: (i) any damage or loss resulting from any misrepresentation, breach of warranty or breach or non-fulfillment of any agreement or covenant on the part of the Seller or either Shareholder under this Agreement, the Intellectual Property Assignments, the Non-Competition Agreements or any Employment Agreement, or from any inaccuracy or misrepresentation in or omission from any certificate or other instrument or document furnished or to be furnished by or on behalf of the Seller or the Shareholders at Closing; (ii) any and each of their respective shareholders, officers, directors and employees (the “Purchaser Indemnified Parties”) against all losses, liabilities, obligations, demands, judgments, settlements, damages (but excluding any claims for consequential damages, lost profits or punitive damages suffered directly by the Purchaser or the Parent as opposed to consequential damages, lost profits or punitive damages paid by the Purchaser to a third party), Taxes, or expenses (including, but not limited to, interest, penalties, attorneys’ fees, and reasonable professional fees and expenses) and against all claims in respect thereof (including, without limitation, amounts paid in settlement and costs of investigation) or diminution in value, whether or not involving a third-party claim (herein referred to collectively as “Purchaser’s Losses” or individually as a “Purchaser’s Loss”) to which the Purchaser or the Parent may become subject to or which it may suffer or incur, directly or indirectly, as a result expenses resulting from or in connection with: (a) any untrue representation of or breach of warranty, by the Seller associated in any part of this Agreement; (b) way with the breach of or nonfulfillment of any covenant, agreement or undertaking of the Seller in this Agreement; (c) any debt, liability or obligation, direct or indirect, fixed, contingent or otherwise not included in the Assumed Liabilities, that relates to the Seller and is based upon or arises from any act or omission, transaction, circumstance, state of facts or other condition occurring or existing on or before the Closing Date, whether or not then known, due or payable; (d) any obligation for Taxes of the Seller for any period (or portion thereof) prior to the Closing Date; (e) any Retained Excluded Liabilities; (fiii) any and all losses, interest, penalties, attorneys’ fees and expenses arising from or associated in any way with the failure waiver of bulk sales compliance pursuant to Section 10.13 hereof; and (iv) all Claims, assessments, judgments, costs, reasonable attorneys’ fees and expenses of any nature incident to any of the Seller matters indemnified against pursuant to comply with the requirements of the Uniform Commercial Code concerning bulk transfers, as in effect in the various states in which the Seller has assetsthis Section 6.1, including, without limitation, all such costs and expenses incurred in the requirement defense thereof or in the enforcement of notice to creditors; (g) the failure any rights of the Seller to obtain any clearance certificate or similar document required by any taxing Authority Purchaser hereunder. The parties hereto hereby acknowledge and agree that the Contingent Payment Escrow Agreement will provide that funds held in order to relieve the Purchaser or Contingent Payment Escrow will be the Parent first (but not the sole) source of any obligation to withhold any portion satisfaction of the Purchase Price or in order to avoid any successor liability for Taxes; (h) any liability, expense, cost, tax or indemnification obligation of any nature with respect to such current or former employee of the Business or other individual arising in connection with group health plan coverage required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA; and (i) the failure of the Seller to disclose to the Purchaser a complete and accurate list of any and all severance compensation required to be paid in connection with the transactions contemplated by this Agreement to any employee of the Seller who is not a Transferred Employee. The Seller and the Shareholders acknowledge that if a representation or warranty that is qualified by materiality (including a Material Adverse Effect) is breached after giving effect to such materiality qualification then the Purchaser Losses resulting from such breach will include all Purchaser Losses resulting from a breach of such representation or warranty and not solely the portion of such Purchaser Losses in excess of such materiality qualifierhereunder.

Indemnification by the Seller and the Shareholders. The Seller and the Shareholders agreeShareholders, jointly and severally, agree to indemnify, defend and hold indemnify the Purchaser and the Parent harmless, their respective subsidiaries and affiliates and each of their respective shareholders, its officers, directors directors, employees and employees (the “Purchaser Indemnified Parties”) against all losses, liabilities, obligations, demands, judgments, settlements, damages (but excluding any claims for consequential damages, lost profits or punitive damages suffered directly by the Purchaser or the Parent as opposed to consequential damages, lost profits or punitive damages paid by the Purchaser to a third party), Taxes, or expenses (including, but not limited to, interest, penalties, fees, and reasonable professional fees and expenses) agents from and against any and all claims in respect thereof (including, without limitation, amounts paid in settlement and costs of investigation) Losses actually suffered or diminution in value, whether or not involving a third-party claim (herein referred to collectively as “Purchaser’s Losses” or individually as a “Purchaser’s Loss”) to which the Purchaser or the Parent may become subject to or which it may suffer or incurincurred by them, directly or indirectly, by reason of or as a result from or in connection with: (a) any untrue representation of representations or breach of warranty, warranty by the Seller or the Shareholders in any part of this Agreement; , notice of which is given to the Seller or the Shareholders on or prior to the relevant Expiration Date, (b) the breach of or nonfulfillment of any covenant, agreement or undertaking of the Seller in this Agreement; , notice of which is given to the Seller on or prior to the relevant Expiration Date, (c) any debtthe use, liability ownership or obligation, direct or indirect, fixed, contingent or otherwise not included in operation of the Assumed Liabilities, that relates to the Seller and is based upon or arises from any act or omission, transaction, circumstance, state of facts or other condition occurring or existing on or before the Closing Date, whether or not then known, due or payable; (d) any obligation for Taxes assets of the Seller for any period (including the Purchased Assets) and the conduct of the business of the Seller (including the Business) on or portion thereof) prior to the Closing Date; , (d) any failure to pay and discharge the Retained Liabilities, (e) any Retained Liabilities; (f) Losses or liability relating to or arising out of any action, omission, event or circumstance existing or occurring on or prior to the failure of the Seller to comply with the requirements of the Uniform Commercial Code concerning bulk transfers, as in effect in the various states in which the Seller has assetsClosing, including, without limitation, any Losses related to any Taxes of Seller, environmental claims, product liability, warranty, product recall, toxic tort, litigation or employee-related plans or liabilities, (f) any obligation or contract of the requirement of notice to creditors; Seller not specifically assumed by the Purchaser hereunder, (g) any Losses arising out of or in connection with the failure of the Seller to obtain any clearance certificate or similar document required by any taxing Authority in order to relieve the Purchaser Seller’s or the Parent of Purchaser’s non-compliance with any obligation to withhold any portion of the Purchase Price or in order to avoid any successor liability for Taxes; so-called bulk transfer laws and (h) any liabilityand all costs and expenses, expenseincluding reasonable legal fees and expenses, cost, tax or obligation of any nature with respect to such current or former employee of the Business or other individual arising incurred in connection with group health plan coverage required under Section 4980B enforcing the indemnification rights of the Code or Part 6 of Subtitle B of Title I of ERISA; and (i) the failure of the Seller Purchaser pursuant to disclose to the Purchaser a complete and accurate list of any and all severance compensation required to be paid in connection with the transactions contemplated by this Agreement to any employee of the Seller who is not a Transferred Employee. The Seller and the Shareholders acknowledge that if a representation or warranty that is qualified by materiality (including a Material Adverse Effect) is breached after giving effect to such materiality qualification then the Purchaser Losses resulting from such breach will include all Purchaser Losses resulting from a breach of such representation or warranty and not solely the portion of such Purchaser Losses in excess of such materiality qualifierSection 8.2.

Indemnification by the Seller and the Shareholders. The From and after the date hereof, the Seller and the Shareholders agree, jointly and severally, to indemnifyindemnify fully, defend and hold the Purchaser and the Parent harmless, protect and defend the Buyer and its Affiliates, and their respective subsidiaries and affiliates and each of their respective shareholdersdirectors, officers, directors agents and employees (the “Purchaser Indemnified Parties”) against all lossesemployees, liabilities, obligations, demands, judgments, settlements, damages (but excluding any claims for consequential damages, lost profits or punitive damages suffered directly by the Purchaser or the Parent as opposed to consequential damages, lost profits or punitive damages paid by the Purchaser to a third party), Taxes, or expenses (including, but not limited to, interest, penalties, fees, successors and reasonable professional fees assigns from and expenses) and against all claims in respect thereof (including, without limitation, amounts paid in settlement and costs of investigation) or diminution in value, whether or not involving a third-party claim (herein referred to collectively as “Purchaser’s Losses” or individually as a “Purchaser’s Loss”) to which the Purchaser or the Parent may become subject to or which it may suffer or incur, directly or indirectly, as a result from or in connection withagainst: (a) any untrue representation and all Losses (as defined below) incurred by any of them arising out of, relating to or based upon any inaccuracy in, or breach of, any of warranty, by the representations or warranties of any of the Seller or the Shareholders contained in any part of this AgreementAgreement or in the Schedules or Exhibits hereto; (b) any and all Losses incurred by any of them arising out of, relating to or based upon any failure to perform, or other breach of, any of the breach of covenants or nonfulfillment agreements of any covenant, agreement or undertaking of the Seller or the Shareholders contained in or incorporated into this AgreementAgreement or in the Schedules or Exhibits hereto; (c) any debtand all Losses incurred by any of them arising out of, liability relating to or obligation, direct or indirect, fixed, contingent or otherwise not included in the Assumed Liabilities, that relates to the Seller and is based upon any of Seller's assets that are not Purchased Assets or arises from any act or omission, transaction, circumstance, state of facts or other condition occurring or existing on or before the Closing Date, whether or not then known, due or payableRetained Liabilities; (d) any obligation for Taxes and all Losses incurred by any of them arising out of, relating to or based upon Seller's ownership and use of the Seller for any period (or portion thereof) Purchased Assets prior to the Closing DateClosing, including any Liability for any Taxes; (e) any Retained Liabilities;and all Losses incurred by any of them arising out of, relating to or based upon the operation of Seller's business prior to or after the Closing; and (f) the failure of the Seller to comply with the requirements of the Uniform Commercial Code concerning bulk transfers, as in effect in the various states in which the Seller has assets, including, without limitation, the requirement of notice to creditors; (g) the failure of the Seller to obtain any clearance certificate or similar document required and all Losses incurred by any taxing Authority in order of them arising out of, relating to relieve the Purchaser or the Parent of based upon any obligation to withhold claims made for workers' compensation benefits or under any portion of the Purchase Price or in order to avoid any successor liability for Taxes; (h) any liability, expense, cost, tax or obligation of any nature Employee Benefit Plan due with respect to such current any event occurring or former employee circumstance existing prior to the Closing. The right of the Business Buyer and its Affiliates (and their respective directors, officers, agents and employees, successors and assigns) to be indemnified hereunder shall not be limited or other individual arising in connection with group health plan coverage required under Section 4980B affected by any investigation conducted or notice or knowledge obtained by or on behalf of the Code or Part 6 of Subtitle B of Title I of ERISA; and (i) the failure of the Seller to disclose to the Purchaser a complete and accurate list of any such Persons. "Losses" shall mean any and all severance compensation required losses, costs, claims, damages, Taxes, Liabilities, obligations, judgments, settlements, awards, demands, offsets, reasonable out-of-pocket costs, expenses and attorneys' fees (including any such reasonable costs, expenses and attorneys' fees incurred in enforcing a party's right to be paid in connection indemnification against any indemnifying party or with the transactions contemplated by this Agreement respect to any employee of the Seller who is not a Transferred Employee. The Seller appeal) and the Shareholders acknowledge that penalties and interest, if a representation or warranty that is qualified by materiality (including a Material Adverse Effect) is breached after giving effect to such materiality qualification then the Purchaser Losses resulting from such breach will include all Purchaser Losses resulting from a breach of such representation or warranty and not solely the portion of such Purchaser Losses in excess of such materiality qualifierany.

Indemnification by the Seller and the Shareholders. The Except as otherwise limited by this Article 8 and Article 9 hereof, the Seller and the Shareholders agree, jointly and severally, severally agree to indemnify, defend and hold the Purchaser and the Parent harmlessBuyer, Weatxxxxxxx, xxch of their respective subsidiaries and affiliates Affiliates and each of their respective shareholders, officers, directors directors, employees, agents, stockholders and employees controlling Persons and their respective successors and assigns harmless from and against and in respect of Damages actually suffered, incurred or realized by such party (the “Purchaser Indemnified Parties”) against all lossescollectively, liabilities, obligations, demands, judgments, settlements, damages (but excluding any claims for consequential damages, lost profits or punitive damages suffered directly by the Purchaser or the Parent as opposed to consequential damages, lost profits or punitive damages paid by the Purchaser to a third party"Buyer Losses"), Taxes, arising out of or expenses (including, but not limited to, interest, penalties, fees, and reasonable professional fees and expenses) and against all claims in respect thereof (including, without limitation, amounts paid in settlement and costs of investigation) or diminution in value, whether or not involving a third-party claim (herein referred to collectively as “Purchaser’s Losses” or individually as a “Purchaser’s Loss”) to which the Purchaser or the Parent may become subject to or which it may suffer or incur, directly or indirectly, as a result resulting from or in connection withrelating to: (a) any untrue representation misrepresentation, breach of warranty or breach of warranty, any covenant or agreement made or undertaken by the Seller or the Shareholders in this Agreement or any part of misrepresentation in or omission from any other agreement, certificate, exhibit or writing delivered to the Buyer or Weatxxxxxxx xxxsuant to this Agreement, including the Disclosure Schedule; (b) the breach of any Environmental Liability arising from or nonfulfillment of any covenant, agreement or undertaking of the Seller in this Agreement; attributable to (ci) any debtcondition, liability or obligation, direct or indirect, fixed, contingent or otherwise not included in the Assumed Liabilities, that relates to the Seller and is based upon or arises from any act or omission, transactionevent, circumstance, state of facts activity, practice, incident, action or other condition omission existing or occurring or existing on or before the Closing Date, whether or not then known, due or payable; (d) any obligation for Taxes of the Seller for any period (or portion thereof) prior to the Closing Date; Date and related in any way to the Transferred Assets or the Seller, (eii) any Retained Liabilities; (f) Environmental Conditions existing on, at, or underlying the failure real property of the Seller to comply with the requirements of the Uniform Commercial Code concerning bulk transferslocated at 640 Xxxxx Xxxxxxx 00 Xxxxx xx Xxxxxx, as in effect in the various states in which the Seller has assetsXxxxx (xxe "Willis Facility"), including, without limitation, the requirement of notice to creditors; (giii) the failure any acts or omission of the Seller relating to obtain any clearance certificate the ownership or similar document required by any taxing Authority in order to relieve operation of the Purchaser Transferred Assets or the Parent Willxx Xxxility on or prior to the Closing Date resulting in a violation or alleged violation of any obligation to withhold any portion of the Purchase Price Environmental Laws, or in order to avoid any successor liability for Taxes; (h) any liability, expense, cost, tax or obligation of any nature with respect to such current or former employee of the Business or other individual arising in connection with group health plan coverage required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA; and (iiv) the failure use, storage, disposal or treatment, or the transportation for storage, disposal or treatment, of the Seller to disclose Hazardous Materials prior to the Purchaser a complete Closing Date and accurate list of related in any and all severance compensation required way to be paid in connection with the transactions contemplated by this Agreement to any employee of Transferred Assets or the Seller who is not a Transferred Employee. The Seller and the Shareholders acknowledge that if a representation or warranty that is qualified by materiality (including a Material Adverse Effect) is breached after giving effect to such materiality qualification then the Purchaser Losses resulting from such breach will include all Purchaser Losses resulting from a breach of such representation or warranty and not solely the portion of such Purchaser Losses in excess of such materiality qualifier.Seller; or