Common use of Indemnification by the Seller Group Clause in Contracts

Indemnification by the Seller Group. The Seller and the Principal Shareholder (collectively, sometimes referred to as the “Seller Group”) each, jointly and severally, agree to hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages 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 that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (i) any Breach of any of the representations or warranties made by the Seller, or the Principal Shareholder in this Agreement (without giving effect to any update to the Disclosure Schedule), both as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date, or in the Seller Closing Certificate or any of the other Transactional Agreements; (ii) any 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 their Representatives by or on behalf of the Seller or any Representative of the Seller or the Principal Shareholder; (iii) any Breach of any covenant or obligation of the Seller, or the Principal Shareholder contained in any of the Transactional Agreements; (iv) any Liability of the Seller or the Principal Shareholder or of any Related Party, other than the Designated Contractual Obligations; (v) any Liability (other than the Designated Contractual Obligations) to which the Purchaser 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 produced or sold or any services performed by or on behalf of the Seller , (B) the presence of any Hazardous Material at any site owned, leased, occupied or controlled by the Seller on or at any time prior to the Closing Date, (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 the Seller or the Principal Shareholder, (D) the operation by the Seller of its business, or (E) any failure to comply with any bulk transfer law or similar Legal Requirement in connection with any of the Transactions; or (vi) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in any of clauses "(i)-(v)" above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 9).

Indemnification by the Seller Group. The Seller (a) Except as provided in Section 7.01, the Company and the Principal Shareholder (collectively, sometimes referred to as the “Seller Group”) eachMembers, jointly and severallyseverally (except as otherwise provided herein), agree to hold harmless shall indemnify and indemnify defend the Parent, the Buyer, and each of the Indemnitees their respective officers, directors, members, managers, employees, consultants, stockholders, agents, advisors and representatives, and each of their respective Affiliates (each, a “Parent Indemnitee”) from and against, and shall compensate hold each Parent Indemnitee harmless from and reimburse each of the Indemnitees foragainst, any Damages and all Losses that are directly any Parent Indemnitee may suffer or indirectly suffered incur based upon, arising out of, relating to or incurred by in connection with any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time following (regardless of whether or not such Damages relate to in connection with any third-third party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with:): (i) any Breach breach of any representation or warranty made by any member of the representations or warranties made by the Seller, or the Principal Shareholder Seller Group contained in this Agreement (without giving effect to any update to the Disclosure Schedule), both as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date, or in the Seller Closing Certificate or respect of any of the other Transactional Agreementsclaim made based upon alleged facts that if true could constitute any such breach; (ii) any Breach the Seller Group’s breach of any representationcovenant, warranty, statement, information obligation or provision other agreement required to be performed or complied with by the Seller Group contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of their Representatives by or on behalf of the Seller or any Representative of the Seller or the Principal Shareholderthis Agreement; (iii) any Breach Excluded Liabilities, including, without limitation, any and all Existing and Prior Liabilities of the Company and the liabilities of the Company set forth on Schedule 1.02(a) and Schedule 2.11(d); and (iv) any payroll tax liability incurred by Buyer or the Parent with respect to Re-Employed Employees arising by reason of the Company’s failure to turn over all Acquired Books and Records described in Section 4.07 or any failure by the Company to have paid Pre-Closing Payroll Taxes. (b) It is the intent of the parties that the Seller Group shall indemnify the Parent Indemnitees with respect to any Excluded Liabilities, including, without limitation, any and all Existing and Prior Liabilities of the Company, without reduction in respect of any covenant qualification or obligation of the Sellerlimitation that may exist anywhere in this Agreement, including, but not limited to, any qualification or the Principal Shareholder limitation relating to “Knowledge” or “materiality” that may be contained in any of the Transactional Agreements; representations and warranties contained in Article 2 hereof. Therefore, if any fact, event or circumstance that results in a Loss for which a Parent Indemnitee is entitled to seek indemnification hereunder may be considered to be described by both item (ivi) any Liability and item (iii) of Section 7.02(a), then, for purposes of determining the amount of the Seller Group’s indemnification obligations with respect to such fact, event or the Principal Shareholder circumstance, such fact, event or circumstance shall be deemed to arise under item (iii) of any Related Party, other than the Designated Contractual Obligations; (v) any Liability (other than the Designated Contractual Obligations) to which the Purchaser 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 produced or sold or any services performed by or on behalf of the Seller , (B) the presence of any Hazardous Material at any site owned, leased, occupied or controlled by the Seller on or at any time prior to the Closing Date, (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 the Seller or the Principal Shareholder, (D) the operation by the Seller of its business, or (E) any failure to comply with any bulk transfer law or similar Legal Requirement in connection with any of the Transactions; or (vi) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in any of clauses "(i)-(v)" above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 97.02(a).

Indemnification by the Seller Group. The Seller and the Principal Shareholder (collectively, sometimes referred to as the “"Seller Group”) eachGroup")each, jointly and severally, agree to hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages 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 that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (iA) any Breach of any of the representations or warranties made by the Seller, the Seller Subsidiary or the Principal Shareholder in this Agreement (without giving effect to any update to the Disclosure Schedule), both as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date, or in the Seller Closing Certificate or any of the other Transactional Agreements; (iiB) any 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 Parent or the Purchaser or any of their Representatives by or on behalf of the Seller or any Representative of the Seller; the Seller Subsidiary or the Principal Shareholder; (iiiC) any Breach of any covenant or obligation of the Seller, the Seller Subsidiary or the Principal Shareholder contained in any of the Transactional Agreements; (ivD) any Liability of the Seller, the Seller Subsidiary or the Principal Shareholder or of any Related Party, other than the Designated Contractual Obligations; (vE) any Liability (other than the Designated Contractual Obligations) to which Parent, the Purchaser 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 produced or sold or any services performed by or on behalf of the Seller of the Seller Subsidiary, (B) the presence of any Hazardous Material at any site owned, leased, occupied or controlled by the Seller or the Seller Subsidiary on or at any time prior to the Closing Date, (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 the Seller, the Seller Subsidiary or the Principal Shareholder, (D) the operation by the Seller or the Seller Subsidiary of its business, or (E) any failure to comply with any bulk transfer law or similar Legal Requirement in connection with any of the Transactions; or (viF) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in any of clauses "(i)-(v)" [or "(vi)]" above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 9).

Indemnification by the Seller Group. (a) The Seller Company and the Principal Shareholder (collectively, sometimes referred to as the “Seller Group”) eachStockholders, jointly and severally, agree to hold harmless shall indemnify and indemnify defend the Parent, the Buyer, and each of the Indemnitees their respective officers, directors, members, managers, employees, consultants, stockholders, agents, advisors and representatives (each, a “Parent Indemnitee”) from and against, and shall compensate hold each Parent Indemnitee harmless from and reimburse each of the Indemnitees foragainst, any Damages and all Losses that are directly any Parent Indemnitee may suffer or indirectly suffered incur based upon, arising out of, relating to or incurred by in connection with any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time following (regardless of whether or not such Damages relate to in connection with any third-third party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with:): (i) any Breach breach of or inaccuracy in any representation or warranty made by any member of the Seller Group contained in this Agreement or in any of the representations or warranties made by the Seller, or the Principal Shareholder in this Agreement (without giving effect to any update to the Disclosure Schedule), both as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date, Operative Agreements or in the Seller Closing Certificate respect of any claim made based upon alleged facts that if true constitute any such breach or any of the other Transactional Agreementsinaccuracy; (ii) the Seller Group’s breach of or failure to perform or to comply with any Breach of any representationcovenant, warranty, statement, information obligation or provision other agreement required to be performed or complied with by the Seller Group contained in the Disclosure Schedule this Agreement or in any other document delivered or otherwise made available to the Purchaser or any of their Representatives by or on behalf of the Seller or any Representative of the Seller or the Principal ShareholderOperative Agreements; (iii) any Breach Excluded Liabilities, including, without limitation, any and all Existing and Prior Liabilities of the Company; and (iv) any payroll tax liability incurred by Buyer or the Parent with respect to Re-Employed Employees arising by reason of the Company’s failure to turn over all Acquired Books and Records described in Section 4.07 or any failure by the Company to have paid or properly accrued Pre-Closing Payroll Taxes. (b) It is the intent of the parties that the Seller Group shall indemnify the Parent Indemnitees with respect to any Excluded Liabilities, including, without limitation, any and all Existing and Prior Liabilities of the Company, without reduction in respect of any covenant qualification or obligation of the Sellerlimitation that may exist anywhere in this Agreement, including, but not limited to, any qualification or the Principal Shareholder limitation relating to “Knowledge” or “materiality” that may be contained in any of the Transactional Agreements; representations and warranties contained in Article 2 hereof. Therefore, if any fact, event or circumstance that results in a Loss for which a Parent Indemnitee is entitled to seek indemnification hereunder may be considered to be described by both item (ivi) any Liability and item (iii) of Section 7.02(a), then, for purposes of determining the amount of the Seller Group’s indemnification obligations with respect to such fact, event or the Principal Shareholder circumstance, such fact, event or circumstance shall be deemed to arise under item (iii) of any Related Party, other than the Designated Contractual Obligations; (v) any Liability (other than the Designated Contractual Obligations) to which the Purchaser 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 produced or sold or any services performed by or on behalf of the Seller , (B) the presence of any Hazardous Material at any site owned, leased, occupied or controlled by the Seller on or at any time prior to the Closing Date, (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 the Seller or the Principal Shareholder, (D) the operation by the Seller of its business, or (E) any failure to comply with any bulk transfer law or similar Legal Requirement in connection with any of the Transactions; or (vi) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in any of clauses "(i)-(v)" above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 97.02(a).